Common use of Termination; General Clause in Contracts

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the Adviser, at any time on or prior to the 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 Fund, at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Fund Material Adverse Effect or Adviser Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the 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 Fund has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time on or prior to the 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 Fund, Company at any time on or prior to such Option Closing Date) (i) if there has been, been since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or Registration Statement, 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 Fund Material Adverse Effect or Adviser Material Adverse Effect, 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 (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 Fund Company has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE or in NYSE, the Nasdaq National Global Select Market, the Nasdaq Global Market or the NYSE Amex 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, FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserPartnership, at any time on or prior to the 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 Fund, Partnership at any time on or prior to such Option Closing Date) (i) if there has been, since at any time on or after the time of execution date of this Agreement or since the respective dates as of which information is given in the 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 Fund Material Adverse Effect material adverse change or Adviser Material Adverse Effectany 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 prospects of the Partnership Entities taken as a whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the 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 Fund Partnership has been suspended or materially limited by the Commission or the NYSE, or if (B) trading generally on the NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, 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 in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authoritiesauthorities or (v) if there shall have occurred, at any time on or after the date of this Agreement, any downgrading in the rating of any debt securities of or guaranteed by the Partnership by any “nationally recognized statistical rating 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 Partnership or any such debt securities under surveillance or review or on a so-called “watch list” (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement by any such organization that the Partnership or any such debt securities has been placed on negative outlook.

Termination; General. The Representatives Sales Agent, the Forward Seller or the Forward Purchaser may terminate this AgreementAgreement only as to the Sales Agent, the Forward Seller or the Forward Purchaser by written notice to the Fund or the AdviserCompany, as hereinafter specified at any time on or prior to the 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 Fund, at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the Prospectus or the General Disclosure PackageProspectus, any Fund Material Adverse Effect or Adviser Material Adverse Effect, or any development that has actually occurred and that is reasonably expected to result in a Material Adverse Effect has occurred, that in reasonable judgement of the Sales Agent or the Forward Seller, may materially impair the ability of the Sales Agent or the Forward Seller to sell the Shares hereunder, (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 RepresentativesSales Agent, the Forward Seller or the Forward Purchaser, impracticable or inadvisable to market the Securities Shares or to enforce contracts for the sale of the SecuritiesShares, or (iii) if trading in any securities of the Fund Shares has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, 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, (iv) if a banking moratorium has been declared by either Federal or New York authorities, or (v) if there has been any downgrading in the rating of any debt securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the 0000 Xxx) or any public announcement that any such organization has under surveillance or review its ratings on any such debt securities (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement by any such organization that its rating of any such debt securities has been placed on negative outlook.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time on at or prior to the 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 Fund, at any time on or prior to such Option Closing Date) Time (i) if in the sole 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 Registration Statement, the General Disclosure PackagePackage or the Prospectus, any Fund Material Adverse Effect material adverse change in the condition, financial or Adviser Material Adverse Effectotherwise, or in the earnings, business affairs, business prospects, management, assets or properties of the Company, the Operating Partnership and 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 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 trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or if trading generally on the NYSE New York Stock Exchange or in the Nasdaq National 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, 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 States, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time on at or prior to the 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 Fund, at any time on or prior to such Option Closing Date) Time (i) if there has been, in the judgment of the Representatives, 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 Fund Material Adverse Effect material adverse change in the condition (financial or Adviser Material Adverse Effectotherwise) or in the earnings, business affairs, properties or business prospects of the Company and its 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 Representatives, 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 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 Fund Company has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the American Stock Exchange or the NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, 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 States, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time on at or prior to the 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 Fund, at any time on or prior to such Option Closing Date) Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageProspectus, any Fund Material Adverse Effect material adverse change (or Adviser Material Adverse Effectevent involving a prospective change) in the condition, financial or otherwise, or in the results of operations, or business affairs of the Company, 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 offer, sell and deliver the Securities or to enforce contracts for the sale of the SecuritiesNotes, or (iii) if trading in any securities of the Fund Company or Emera has been suspended or materially limited by the Commission or the NYSEToronto Stock Exchange or the Barbados Stock Exchange, the effect of which is such as to make it, in the reasonable judgment of the Representatives, impracticable or inadvisable to offer, sell and deliver the Notes, or if trading generally on the Toronto Stock Exchange, the Barbados Stock Exchange, the NYSE American LLC or the New York Stock Exchange or in the Nasdaq National NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market has been suspended or materially limitedlimited (other than to provide for an orderly market), 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, FINRA 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 States or (iv) if a banking moratorium has been declared by either Federal Canadian, federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserPartnership, at any time on or prior to the Closing Initial Delivery Date (and, if any Option Securities are to be purchased on an Option Closing Security Delivery Date which occurs after the Closing Initial Delivery Date, the Representatives may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the FundPartnership, at any time on or prior to such Option Closing Security Delivery Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Fund Material Adverse Effect material adverse change in the condition, financial or Adviser Material Adverse Effectotherwise, or in the earnings, business affairs or business prospects of the Partnership 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 Fund Partnership has been suspended or materially limited by the Commission or the NYSENASDAQ, or if trading generally on the NYSE Amex LLC or the New York Stock Exchange or in the Nasdaq National Market NASDAQ has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, 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 authoritiesauthorities or (v) if there shall have occurred, since the time of execution of this Agreement, any downgrading in the rating of any debt securities or Partnership by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the 0000 Xxx) or any public announcement that any such organization has under surveillance or review its ratings on any such debt securities, (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement by any such organization that the Partnership has been placed on negative outlook.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the Adviser, at any time on or prior to the 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 hereunder shall be subject to purchase such Option Securities, by notice to termination in the Fundabsolute discretion of the Representatives, at any time on or prior to such Option the Closing Time or any Delivery Date) , (i) if any of the conditions specified in Section 5 shall not have been fulfilled when and as required by this Agreement to be fulfilled, or (ii) if there has been, since in the time judgment of execution of this Agreement or the Representatives, since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageRegistration Statement, any Fund Material Adverse Effect or Adviser Material Adverse Effect, or material change in management of the Company or any Subsidiary, whether or not arising in the ordinary course of business, or (iiiii) if there has occurred any material adverse outbreak or escalation of national or international hostilities, other national or international calamity or crisis (including without limitation any terrorist or similar attack), any 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 substantial change in national United States’ or international economic, political, financial or economic other conditions, in each case the effect of which on the financial markets of the United States is such as to make it, in the sole judgment of the Representatives, impracticable or inadvisable to market the Securities Shares in the manner and on the terms described in the Prospectus (exclusive of any supplement thereto) or to enforce contracts for the sale of the Securities, or (iiiiv) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or by the NYSENew York Stock Exchange, or if trading generally on the NYSE New York Stock Exchange or in the Nasdaq National Stock Market has been suspended or materially limited(including an automatic halt in trading pursuant to market-decline triggers, other than those in which solely program trading is temporarily halted), or minimum or maximum limitations on prices for trading (other than limitations on hours or numbers of days of trading) have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges such exchange or by such system the FINRA or by order of the Commission, FINRA Commission or any other governmental authority, or (v) a general banking moratorium shall have been declared by any federal, New York or Maryland authorities or (vi) any federal or state statute, regulation, rule or order of any court or other governmental authority has been enacted, published, decreed or otherwise promulgated which, in the reasonable opinion of the Representatives, materially adversely affects or will materially adversely affect the business or operations of the Company, or (vii) any action has been taken by any federal, state or local government or agency in respect of its monetary or fiscal affairs which, in the reasonable opinion of the Representatives, has a material disruption has occurred in commercial banking or adverse effect on the securities settlement or clearance services markets in the United States States, or (ivviii) if the Company shall have sustained a banking moratorium has loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been declared by either Federal or New York authoritiesinsured.

Termination; General. The Representatives Representatives, in their absolute discretion, may terminate this Agreement, by notice to the Fund or the AdviserTHL Entities, at any time on at or prior to the 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 Fund, at any time on or prior to such Option Closing Date) Time (i) if there has been, in the judgment of the Representatives, 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 or the General Disclosure Package, any Fund Material Adverse Effect material adverse change in the condition, financial or Adviser Material Adverse Effectotherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market proceed with the Securities completion of the offering or to enforce any contracts for the sale of the Securities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the NYSENasdaq Global Select Market, or if trading generally on the NYSE Amex or the New York Stock Exchange or in the Nasdaq National Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authorityGovernmental Entity, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Fund or the Adviser, Company at any time on or prior to the Closing Date (and, if any Option Securities are to be purchased on an Option Additional Closing Date Date, which occurs after the Closing Date, the Representatives Representative may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the Fund, Company at any time on or prior to such Option Additional Closing Date) (i) if there has been, since at any time on or after the time of execution date of this Agreement or since the respective dates as 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 Fund Material Adverse Effect material adverse change or Adviser Material Adverse Effectany development involving a prospective material adverse change that could reasonably be expected to result in a material adverse change in the condition (financial or other), results of operations, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which on financial markets 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 Fund Company has been suspended or materially limited by the Commission or the NYSE, or if (B) trading generally on the NYSE or in NYSE, the Nasdaq National Global Select Market 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 the NYSE exchanges or by such system or by order of the Commission, 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 States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund Fund, the Adviser or the AdviserSubadviser, at any time on or prior to the 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 Fund, at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Fund Material Adverse Effect, Adviser Material Adverse Effect or Adviser Subadviser Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States 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 Fund has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE or in the Nasdaq NASDAQ National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserPartnership, at any time on or prior to the Closing Date (and, if any Option Securities Units 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 any obligation to purchase such Option SecuritiesUnits, by notice to the Fund, Partnership at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the 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 Fund Material Adverse Effect material adverse change, or Adviser Material Adverse Effectany 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 prospects of the Partnership Entities taken as a whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the Representatives, 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 Fund Partnership has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE or in NYSE, the Nasdaq National Market Global 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 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, 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 authoritiesauthorities or (v) if there shall have occurred, since the time of execution of this Agreement, any downgrading in the rating of any debt securities of the Partnership, or of the securities of any subsidiary or subsidiary trust of the Partnership, by any “nationally recognized statistical rating organization” (as defined by the Commission for purposes of Rule 436 under the 0000 Xxx) or any public announcement that any such organization has placed its rating on the Partnership or any such debt securities under surveillance or review or on a so-called “watch list” (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement by any such organization that the Partnership or any such debt securities has been placed on negative outlook.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserPartnership, at any time on or prior to the 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 Fund, Partnership at any time on or prior to such Option Closing Date) (i) if there has been, since at any time on or after the time of execution date of this Agreement or since the respective dates as of which information is given in the 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 Fund Material Adverse Effect or Adviser any development that would reasonably expected to result in a Material Adverse Effect, or (ii) if if, at any time on or after the date of this Agreement, 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, at any time on or after the date of this Agreement, (A) trading in any securities of the Fund Partnership has been suspended or materially limited by the Commission or the NYSE, or if (B) trading generally on the NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system the NYSE or by order of the Commission, 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 States, or (iv) if if, at any time on or after the date of this Agreement, a banking moratorium has been declared by either Federal or New York authoritiesauthorities or (v) if there shall have occurred, at any time on or after the date of this Agreement, any downgrading in the rating of any debt securities of or guaranteed by the Partnership, or of the securities of any subsidiary or subsidiary trust of the Partnership, by any “nationally recognized statistical rating 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 Partnership or any such debt securities under surveillance or review or on a so-called “watch list” (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement by any such organization that the Partnership or any such debt securities has been placed on negative outlook.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserManager, at any time on or prior to the 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 Fund, at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Fund Material Adverse Effect or Adviser Manager Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the 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 Fund has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives Underwriter may terminate this Agreement, by notice to the Fund or the Adviser, at any time on or prior to the Closing Date (and, if any Option Securities are to be purchased on an Option Closing Date which occurs after the Closing Date, the Representatives Underwriter may terminate the obligations of the several Underwriters Underwriter to purchase such Option Securities, by notice to the Fund, at any time on or prior to such Option Closing Date) ) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Fund Material Adverse Effect or Adviser Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the 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 Fund has been suspended or materially limited by the Commission or the NYSEAMEX, or if trading generally on the NYSE NYSE, AMEX or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time after the execution of this Agreement and on or prior to the 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 Fund, at any time on or prior to such Option Closing Date) (i) if there has been, since at any time on or after the time of execution date of this Agreement or since the respective dates as of which information is given in the 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 Fund Material Adverse Effect or Adviser any development that could reasonably be expected to result in a Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States States, Bermuda or the international financial markets, any declaration of a national emergency or war by the United States or Bermuda, 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 (iiiiii)(A) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or NASDAQ or the NYSE, or (B) if trading generally on the NYSE or in the Nasdaq National Market NASDAQ has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority, or (C) if a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe that would reasonably be expected to affect the settlement of the Securities, (iv) if a banking moratorium has been declared by either Federal or New York authoritiesor Bermuda authorities or (v) if there shall have occurred any downgrading in the financial strength or claims-paying ability rating of the Company or any of its Material Subsidiaries or any securities of the Company by any “nationally recognized statistical rating organization” (as defined by the Commission in Section 3(a)(62) of the 0000 Xxx) or any public announcement that any such organization has placed any such rating under surveillance or review or on a so-called “watch list” (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement by any such organization that the Company or any of its Material Subsidiaries or any securities of the Company has been placed on negative outlook.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or Partnership and the AdviserSelling Unitholders, at any time on or prior to the Closing Date (and, if any Option Securities are to be purchased on an Option Closing Date which 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 FundPartnership, at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Fund Material Adverse Effect material adverse change in the condition, financial or Adviser Material Adverse Effectotherwise, or in the results of operations, business affairs or business prospects of the Partnership 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 Fund Partnership has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the American Stock Exchange, the NYSE or in the Nasdaq National Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, 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 Representatives may terminate this Agreement, by notice to the Fund or the Adviser, at any time on or prior to the 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 Fund, at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Fund Material Adverse Effect or Adviser Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the 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 Fund has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives Xxxxxxxxxx may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time on or prior to the Closing Date (and, if any Option Securities are to be purchased on an Option Closing Date which occurs after the Closing Date, the Representatives Xxxxxxxxxx may terminate the its obligations of the several Underwriters to purchase such Option Securities, by notice to the Fund, Company at any time on or prior to such Option Closing Date) (i) if there has been, since at any time on or after the time of execution date of this Agreement or since the respective dates as of which information is given in the 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 Fund Material Adverse Effect material adverse change or Adviser Material Adverse Effectany development that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties, management or prospects of the Company and 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 Fund Company has been suspended or materially limited by the Commission or the NYSENasdaq Capital Market, or if (B) trading generally on the NYSE or in New York Stock Exchange, the Nasdaq National Stock Market LLC or the Tel Aviv 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, 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 States, Israel or Europe or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the Adviser, Company at any time on or prior to the Closing Date (and, if any Option Securities are to be purchased on an Option Additional Closing Date 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 Fund, Company at any time on or prior to such Option Additional Closing Date) (i) if there has been, since at any time on or after the time of execution date of this Agreement or since the respective dates as 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 Fund Material Adverse Effect material adverse change or Adviser Material Adverse Effectany development involving a prospective material adverse change that could reasonably be expected to result in a material adverse change in the condition (financial or other), results of operations, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which 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 Fund Company has been suspended or materially limited by the Commission or the NYSE, or if (B) trading generally on the NYSE or in NYSE, the Nasdaq National Global Select Market 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 the NYSE exchanges or by such system or by order of the Commission, 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 States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Fund or the Adviser, Company at any time on or prior to the Closing Date (and, if any Option Securities are to be purchased on an Option Additional Closing Date Date, which occurs after the Closing Date, the Representatives Representative may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the Fund, Company at any time on or prior to such Option Additional Closing Date) (i) if there has been, since at any time on or after the time of execution date of this Agreement or since the respective dates as 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 Fund Material Adverse Effect material adverse change or Adviser Material Adverse Effectany development involving a prospective material adverse change that could reasonably be expected to result in a material adverse change in the condition (financial or other), results of operations, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which on financial markets is such as to make it, in the sole 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 Fund Company has been suspended or materially limited by the Commission or the NYSE, or if (B) trading generally on the NYSE or in NYSE, the Nasdaq National Global Select Market 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 the NYSE exchanges or by such system or by order of the Commission, 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 States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives Remarketing Agents may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time on at or prior to the 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 Fund, at any time on or prior to such Option Closing Date) Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Remarketing Prospectus or the General Disclosure Package(exclusive of any supplement thereto), any Fund Material Adverse Effect or Adviser Material Adverse Effect, Change or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRemarketing Agents, impracticable or inadvisable to market remarket the Securities Senior Notes or to enforce contracts for the sale of the SecuritiesSenior Notes, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States States, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities, or (vi) the Remarketing Settlement Date shall not have occurred on or prior to November 15, 2005; provided however, that if an event or circumstance described in clause (i), (iii), (iv) or (v) shall have occurred prior to the Remarketing Date, the Remarketing Agents may terminate this Agreement pursuant to any such clause only if (x) such event or circumstance shall be continuing on the Remarketing Date or (y) such event or circumstance, shall be such that, in the judgment of the Remarketing Agents, it will be impracticable or inadvisable to market the Senior Notes or to enforce contracts for the sale of the Senior Notes.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time on or prior to the 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 Fund, Company at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the 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 Fund Material Adverse Effect material adverse change in the condition (financial or Adviser Material Adverse Effectother), results of operations, business, properties, management or prospects of the Company and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the RepresentativesXxxxx Fargo or JMP, 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 Fund Company has been suspended or materially limited by the Commission or the NYSENasdaq Global Market, or if trading generally on the NYSE or in NYSE, the Nasdaq National Market Global 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 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, 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 Representatives may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time on at or prior to the Closing Date Time (and, if any Option Securities are to be purchased on an Option Closing a Date of Delivery which occurs after the Closing DateTime, the Representatives may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the FundCompany, at any time on or prior to such Option Closing DateDate of Delivery) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Fund Material Adverse Effect material adverse change in the condition, financial or Adviser Material Adverse Effectotherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesXxxxxxx Xxxxx, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission Commission, the New York Stock Exchange or the NYSENasdaq Global Market, or if trading generally on the NYSE American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA 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 States or (iv) if a banking moratorium has been declared by either Federal Federal, California or New York authorities.

Termination; General. The Representatives Xxxxx Fargo Securities may terminate this Agreement, by notice to the Fund or the AdviserCompany, as hereinafter specified at any time on or prior to the 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 Fund, at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the Prospectus or the General Disclosure PackageProspectus, any Fund Material Adverse Effect material adverse change in the condition (financial or Adviser Material Adverse Effectotherwise), prospects, earnings, business or properties of the Company and its subsidiaries taken as a whole, (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesXxxxx Fargo Securities, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Fund Placement Securities has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, fixed or maximum ranges for prices have been required, required by any of said exchanges or by such system the NYSE or by order of the Commission, 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 (ivv) if a banking moratorium has been declared by either Federal federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time on at or prior to the 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 Fund, at any time on or prior to such Option Closing Date) Time (i) if there has beenoccurred, 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 Fund Material Adverse Effect or Adviser Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the 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 Fund Company has been suspended or materially limited by the Commission or the NYSEThe NASDAQ Stock Market LLC, or if trading generally on the NYSE or in the Nasdaq National The NASDAQ Stock Market LLC 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, FINRA Commission or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States States, or (ivv) if a banking moratorium has been declared by either Federal or New York authoritiesauthorities or (vi) if the ratings assigned to any debt securities issued or guaranteed by the Company by any NRSRO, as of the date hereof shall have been lowered since such date or if any such rating organization shall have publicly announced that it has placed any debt securities issued or guaranteed by the Company on what is commonly termed a “watch list” for possible downgrading.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund Trust or the Adviser, at any time on or prior to the 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 FundTrust, at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Fund Trust Material Adverse Effect or Adviser Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the 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 Fund Trust has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or Trust and the AdviserGuarantor, at any time on at or prior to the 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 Fund, at any time on or prior to such Option Closing Date) Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any Fund Material Adverse Effect material adverse change in the condition, financial or Adviser Material Adverse Effectotherwise, or in the earnings, business affairs or business prospects of the Trust or the Guarantor and the subsidiaries of the Guarantor 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 Fund Guarantor has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or if trading generally on the NYSE American Stock Exchange or the New York Stock Exchange or in the Nasdaq National 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, FINRA 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 (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the Adviser, Company at any time on or prior to the 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 Fund, Company at any time on or prior to such Option Closing Date) (i) if there has been, since at any time on or after the time of execution date of this Agreement or since the respective dates as date of which information is given the most recent financial statements included 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 Fund Material Adverse Effect material adverse change or Adviser Material Adverse Effectany development involving a prospective material adverse change that could reasonably be expected to result in a material adverse change in the condition (financial or other), results of operations, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which 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 Fund Company has been suspended or materially limited by the Commission or the NYSE, or if (B) trading generally on the NYSE or in NYSE, the Nasdaq National Global Select Market 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 the NYSE exchanges or by such system or by order of the Commission, 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 States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserDB Entities, at any time on at or prior to Closing Time (or with respect to the Closing Underwriters’ exercise of any option for the purchase of Option Trust Preferred Securities on the Date (and, if any Option Securities are to be purchased on an Option Closing Date which occurs of Delivery after the Closing DateTime, the Representatives may terminate the obligations of the several Underwriters to purchase the Option Trust Preferred Securities on such Option Securities, by notice to the Fund, at any time on or prior to such Option Closing DateDate of Delivery) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any Fund Material Adverse Effect material adverse change in the condition, financial or Adviser Material Adverse Effectotherwise, or in the earnings, business affairs or business prospects of the DB Entities and 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 Germany 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 Trust Preferred Securities or to enforce contracts for the sale of the Trust Preferred Securities, or (iii) if trading in any securities of the Fund DB Entities has been suspended or materially limited by the Commission Commission, the New York Stock Exchange or the NYSEFrankfurt Stock Exchange, or if trading generally on the NYSE New York Stock Exchange or in the Nasdaq National Market Frankfurt 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, FINRA the NASD or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (ivv) if a banking moratorium has been declared by either Federal or U.S. federal, New York or German authorities, or (vi) if there has occurred a change or an official announcement by a competent authority of a forthcoming change in German taxation materially adversely affecting the Guarantor or the Guarantees or the transfer thereof or the imposition of exchange controls by the United States or Germany.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the Adviser, at any time on or prior to the 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 hereunder shall be subject to purchase such Option Securities, by notice to termination in the Fundabsolute discretion of the Representatives, at any time on or prior to such Option the Closing Time or any Delivery Date) , (i) if any of the conditions specified in Section 5 shall not have been fulfilled when and as required by this Agreement to be fulfilled, or (ii) if there has been, since in the time judgment of execution of this Agreement or the Representatives, since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageRegistration Statement, any Fund Material Adverse Effect or Adviser Material Adverse Effect, or material change in management of the Company or any Subsidiary, whether or not arising in the ordinary course of business, or (iiiii) if there has occurred any material adverse outbreak or escalation of national or international hostilities, other national or international calamity or crisis (including without limitation any terrorist or similar attack), any 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 substantial change in national United States’ or international economic, political, financial or economic other conditions, in each case the effect of which on the financial markets of the United States is such as to make it, in the sole judgment of the Representatives, impracticable or inadvisable to market the Securities Shares in the manner and on the terms described in the Prospectus (exclusive of any supplement thereto) or to enforce contracts for the sale of the Securities, or (iiiiv) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or by the NYSENew York Stock Exchange, or if trading generally on the NYSE New York Stock Exchange or in the Nasdaq National Stock Market has been suspended or materially limited(including an automatic halt in trading pursuant to market-decline triggers, other than those in which solely program trading is temporarily halted), or minimum or maximum limitations on prices for trading (other than limitations on hours or numbers of days of trading) have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges such exchange or by such system the NASD or by order of the Commission, FINRA Commission or any other governmental authority, or (v) a general banking moratorium shall have been declared by any federal, New York or Maryland authorities or (vi) any federal or state statute, regulation, rule or order of any court or other governmental authority has been enacted, published, decreed or otherwise promulgated which, in the reasonable opinion of the Representatives, materially adversely affects or will materially adversely affect the business or operations of the Company, or (vii) any action has been taken by any federal, state or local government or agency in respect of its monetary or fiscal affairs which, in the reasonable opinion of the Representatives, has a material disruption has occurred in commercial banking or adverse effect on the securities settlement or clearance services markets in the United States States, or (ivviii) if the Company shall have sustained a banking moratorium has loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been declared by either Federal or New York authoritiesinsured.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserAdvisers, at any time on or prior to the 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 Fund, at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Fund Material Adverse Effect or Adviser Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the 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 Fund has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives Underwriters may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time on or prior to the Closing Date (and, if any Option Securities are to be purchased on an Option Closing Date which occurs after the Closing Date, the Representatives Underwriters may terminate the obligations of the several Underwriters their option to purchase such Option Securities, Securities by notice to the FundCompany, at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageProspectus, any Fund Material Adverse Effect material adverse change in the operations, condition (financial or Adviser Material Adverse Effectotherwise), or in the earnings, business affairs or business prospects of the Company and its subsidiaries, including, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business, 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 Fund Company has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE MKT LLC or the NYSE or in the Nasdaq National NASDAQ Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, 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 with respect to Clearstream or Euroclear systems in Europe, or (iv) if a banking moratorium has been declared by either Federal Federal, Maryland or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserAdvisers, at any time on or prior to the 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 Fund, at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Fund Material Adverse Effect or Adviser Material Adverse Effect or Subadviser Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the 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 Fund has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time on or prior to the 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 Fund, at any time on or prior to such Option Closing Date) (i) if there has been, since at any time subsequent to the time earlier of (A) the Applicable Time and (B) the execution and delivery 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 such time), any Fund Material Adverse Effect or Adviser any development that could reasonably be expected to result in a Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any 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 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 Fund Company has been suspended or materially limited by the Commission or the NYSE, or if (B) trading generally on the NYSE NYSE, the Nasdaq Stock Market or in the Nasdaq National Market over-the-counter market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges the NYSE or by such system the Nasdaq Stock Market or by order of the Commission, FINRA or any other governmental authority, or (C) a material disruption has occurred in commercial banking or securities settlement settlement, or payment or clearance services in the United States or in Europe, (iv) if a banking moratorium has been declared by either Federal federal or New York authoritiesauthorities or (v) if there shall have occurred, at any time subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating 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 under surveillance or review or on a so-called “watch list” (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement by any such organization that the Company or any such debt securities has been placed on negative outlook.

Termination; General. The Representatives Aegis may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time on or prior to the 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 Fund, at any time on or prior to such Option Closing Date) (i) if there has been, since at any time on or after the time of execution date of this Agreement or since the respective dates as of which information is given in the 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 Fund Material Adverse Effect material adverse change or Adviser Material Adverse Effectany development that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties, management or prospects of the Company and 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 RepresentativesAegis, 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 Fund Company has been suspended or materially limited by the Commission or the NYSENasdaq Global Market, or if (B) trading generally on the NYSE or in NYSE, the Nasdaq National Stock Market LLC or the Tel Aviv 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, 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 States, Israel or Europe or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives Underwriter may terminate this Agreement, by notice to the Fund or the AdviserPartnership, at any time on or prior to the Closing Date (and, if any Option Securities Units are to be purchased on an Option Closing Date which occurs after the Closing Date, the Representatives Underwriter may terminate the obligations of the several Underwriters any obligation to purchase such Option SecuritiesUnits, by notice to the Fund, Partnership at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the 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 Fund Material Adverse Effect material adverse change, or Adviser Material Adverse Effectany 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 prospects of the Partnership Entities taken as a whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriter, 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 Fund Partnership has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE or in NYSE, the Nasdaq National Market Global 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 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, 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 authoritiesauthorities or (v) if there shall have occurred, since the time of execution of this Agreement, any downgrading in the rating of any debt securities of the Partnership, or of the securities of any subsidiary or subsidiary trust of the Partnership, by any “nationally recognized statistical rating organization” (as defined by the Commission for purposes of Rule 436 under the 0000 Xxx) or any public announcement that any such organization has placed its rating on the Partnership or any such debt securities under surveillance or review or on a so-called “watch list” (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement by any such organization that the Partnership or any such debt securities has been placed on negative outlook.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserPartnership, at any time on or prior to the Closing Date (and, if any Option Securities Units 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 any obligation to purchase such Option SecuritiesUnits, by notice to the Fund, Partnership at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the 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 Fund Material Adverse Effect material adverse change, or Adviser Material Adverse Effectany 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 prospects of the Partnership Entities taken as a whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the Representatives, 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 Fund Partnership has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE or in NYSE, the Nasdaq National Market Global Select Market, the Nasdaq Global Market, the NYSE American, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, 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 authoritiesauthorities or (v) if there shall have occurred, since the time of execution of this Agreement, any downgrading in the rating of any debt securities of the Partnership, or of the securities of any subsidiary or subsidiary trust of the Partnership, by any “nationally recognized statistical rating organization” (as defined by the Commission for purposes of Rule 436 under the 0000 Xxx) or any public announcement that any such organization has placed its rating on the Partnership or any such debt securities under surveillance or review or on a so-called “watch list” (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement by any such organization that the Partnership or any such debt securities has been placed on negative outlook.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the Adviser, at any time on or prior to the 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 hereunder shall be subject to purchase such Option Securities, by notice to termination in the Fundabsolute discretion of the Representatives, at any time on or prior to such Option the Closing Time or any Delivery Date) , (i) if any of the conditions specified in Section 5 shall not have been fulfilled when and as required by this Agreement to be fulfilled, or (ii) if there has been, since in the time judgment of execution of this Agreement or the Representatives, since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageRegistration Statement, any Fund Material Adverse Effect or Adviser Material Adverse Effect, or material change in management of the Company or any Subsidiary, whether or not arising in the ordinary course of business, or (iiiii) if there has occurred any material adverse outbreak or escalation of national or international hostilities, other national or international calamity or crisis (including without limitation any terrorist or similar attack), any 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 substantial change in national United States' or international economic, political, financial or economic other conditions, in each case the effect of which on the financial markets of the United States is such as to make it, in the sole judgment of the Representatives, impracticable or inadvisable to market the Securities Shares in the manner and on the terms described in the Prospectus (exclusive of any supplement thereto) or to enforce contracts for the sale of the Securities, or (iiiiv) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or by the NYSENew York Stock Exchange, or if trading generally on the NYSE New York Stock Exchange or in the Nasdaq National Stock Market has been suspended or materially limited(including an automatic halt in trading pursuant to market-decline triggers, other than those in which solely program trading is temporarily halted), or minimum or maximum limitations on prices for trading (other than limitations on hours or numbers of days of trading) have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges such exchange or by such system the NASD or by order of the Commission, FINRA Commission or any other governmental authority, or (v) a general banking moratorium shall have been declared by any federal, New York or Maryland authorities or (vi) any federal or state statute, regulation, rule or order of any court or other governmental authority has been enacted, published, decreed or otherwise promulgated which, in the reasonable opinion of the Representatives, materially adversely affects or will materially adversely affect the business or operations of the Company, or (vii) any action has been taken by any federal, state or local government or agency in respect of its monetary or fiscal affairs which, in the reasonable opinion of the Representatives, has a material disruption has occurred in commercial banking or adverse effect on the securities settlement or clearance services markets in the United States States, or (ivviii) if the Company shall have sustained a banking moratorium has loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been declared by either Federal or New York authoritiesinsured.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time on at or prior to the 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 Fund, at any time on or prior to such Option Closing Date) Time (i) if there has beenoccurred, 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 Fund Material Adverse Effect or Adviser Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities Notes or to enforce contracts for the sale of the SecuritiesNotes, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the NYSEThe Nasdaq Stock Market LLC, or if trading generally on the NYSE or in the The Nasdaq National Stock Market LLC 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, FINRA Commission or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States States, or (ivv) if a banking moratorium has been declared by either Federal or New York authoritiesauthorities or (vi) if the ratings assigned to any debt securities issued or guaranteed by the Company by any NRSRO, as of the date hereof shall have been lowered since such date or if any such rating organization shall have publicly announced that it has placed any debt securities issued or guaranteed by the Company on what is commonly termed a “watch list” for possible downgrading.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time on or prior to the 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 Fund, Company at any time on or prior to such Option Closing Date) (i) if there has been, since at any time on or after the time of execution date of this Agreement or since the respective dates as of which information is given in the 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 Fund Material Adverse Effect material adverse change or Adviser Material Adverse Effectany development that could reasonably expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties or management of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the 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 Fund Company has been suspended or materially limited by the Commission or the NYSENasdaq Global Select Market, or if (B) trading generally on the NYSE or in NYSE, the Nasdaq National Global Select Market, the Nasdaq Global Market or the NYSE Amex 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, 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 in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authoritiesauthorities or (v) if there shall have occurred, at any time on or after the date of this Agreement, any downgrading in the rating of any debt securities of or guaranteed by the Company, by any “nationally recognized statistical rating 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 under surveillance or review or on a so-called “watch list” (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement by any such organization that the Company or any such debt securities has been placed on negative outlook.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time on at or prior to the Closing Time or the applicable Date (andof Delivery, if any Option Securities are to be purchased on an Option Closing Date which occurs after as the Closing Datecase may be, the Representatives may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the Fund, at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or Registration Statement, the General Disclosure PackagePackage or the Prospectus, any Fund Material Adverse Effect material adverse change in the condition, financial or Adviser Material Adverse Effectotherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, 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 or escalation 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 which, singly or together with any other event specified in this clause (ii), 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 Fund Company or any of its subsidiaries has been suspended or materially limited by the Commission or the NYSEa national securities exchange, or if trading generally on the NYSE New York Stock Exchange or in the Nasdaq National Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any either of said exchanges or by such system or by order of the Commission, 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 or (iv) if a banking moratorium has shall have been declared by either Federal Federal, New York, Delaware or New York Texas authorities, or (v) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States.

Termination; General. The Representatives Initial Purchasers may terminate this Agreement, by notice to the Fund or the AdviserVentas, at any time on at or prior to the 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 Fund, at any time on or prior to such Option Closing Date) Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus Offering Memorandum (exclusive of any amendment or supplement thereto), any material adverse change in the business, condition, financial or otherwise, results of operations, performance, properties or business prospects of Ventas and the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, excluding any adverse change from the failure to or the General Disclosure Package, announcement of an intention to not consummate the Acquisition or the other transactions contemplated by the Merger Agreement including any Fund Material Adverse Effect or Adviser Material Adverse Effectexpenses incurred in connection therewith, 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 RepresentativesInitial Purchasers, impracticable or inadvisable to market proceed with the Securities offering, sale or delivery of the Original Notes or to enforce contracts for the sale of the SecuritiesOriginal Notes, or (iii) if trading in any securities of the Fund Ventas Entities has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or if trading generally on the NYSE American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA 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 States States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives Representatives, the Forward Sellers or the Forward Purchasers may terminate this Agreement, by notice to the Fund or the Adviserother parties hereto, as hereinafter specified, at any time on at or prior to the 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 Fund, at any time on or prior to such Option Closing Date) Time (i) if there has been, in the judgment of the Representatives, the Forward Sellers or the Forward Purchasers since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or Registration Statement, the General Disclosure PackagePackage or the Prospectus, any Fund Material Adverse Effect or Adviser Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, the Forward Sellers or the Forward Purchasers, impracticable or inadvisable to market proceed with the Securities completion of the offering or to enforce contracts for the sale of the SecuritiesShares, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE, the NYSE MKT or in the Nasdaq National Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authorityGovernmental Entity, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or, with respect to Clearstream Banking S.A., or Euroclear Bank SA/NV, systems in Europe, or (iv) if a banking moratorium has been declared by either Federal federal or New York authorities.

Termination; General. The Representatives Initial Purchaser may terminate this Agreement, by notice to the Fund or Company and the AdviserParent, at any time on at or prior to the 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 Fund, at any time on or prior to such Option Closing Date) Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageOffering Memorandum, any Fund Material Adverse Effect material adverse change in the condition, financial or Adviser Material Adverse Effectotherwise, or in the earnings or business affairs of the Company and the Parent and their respective subsidiaries, in each case, considered as one enterprise, whether or not arising in the ordinary course of business, nor has there been any developments involving a prospective material adverse change of the Company and the Parent and their respective subsidiaries, in each case, considered as one enterprise, whether or not arising in the ordinary course of business, (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 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 Fund Company or the Parent, or in XxXxxx Shares, has been suspended or materially limited by the Commission Commission, the New York Stock Exchange or The Nasdaq Stock Market, as the NYSEcase may be, or if trading generally on the NYSE American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market NASDAQ System has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA 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 States authority or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Fund or Company for itself and on behalf of the AdviserSelling Shareholders, at any time on at or prior to the 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 Fund, at any time on or prior to such Option Closing Date) Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageProspectus, any Fund Material Adverse Effect material adverse change in the condition, financial or Adviser Material Adverse Effectotherwise, or in the earnings, business affairs or business prospects of the Company and the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred occurred, after the date hereof and prior to the Closing Time, any material adverse change in the financial markets in the Cayman Islands, the United States States, the People’s Republic of China, Asian 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 conditionsconditions or currency exchange rates or exchange controls, 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 Fund Company has been suspended or materially limited by the Commission or the NYSECommission, NASDAQ, or if trading generally on the NYSE American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market NASDAQ has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (iv) if a banking moratorium has been declared by either Federal Cayman Islands, People’s Republic of China, U.S. federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time on at or prior to the 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 Fund, at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus Registration Statement, the Pricing Disclosure Package or the General Disclosure PackageBase Prospectus, any Fund preliminary prospectus or the Prospectus, any Material Adverse Effect or Adviser Material Adverse Effect, or in the judgment of the Representative; (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, including, without limitation, as a result of terrorist activities, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities Shares or to enforce contracts for the sale of the SecuritiesShares, or (iii) there shall not have been any decrease in or withdrawal of the rating of any debt securities or preferred securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” (as defined for purposes of Section 3(a)(62) of the 0000 Xxx) or any notice given of any intended or potential decrease in or withdrawal of any such rating or of a possible change in any such rating that does not indicate the direction of the possible change, (iv) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the NYSENasdaq, or if trading generally on the NYSE New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, 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 States, or (ivvi) if a general moratorium on commercial banking moratorium activities has been declared by either Federal or federal, State of New York or State of Washington authorities.

Termination; General. The Representatives Underwriters may terminate this Agreement, by notice to the Fund or Company and the AdviserSelling Stockholders, at any time on or prior to the Closing Date (and, if any Option Securities are to be purchased on an Option Closing Date which occurs after the Closing Date, the Representatives Underwriters may terminate the their obligations of the several Underwriters to purchase such Option Securities, Securities by notice to the FundCompany, at any time on or prior to such Option Closing Date) ) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageProspectus, any Fund Material Adverse Effect material adverse change in the operations, condition (financial or Adviser Material Adverse Effectotherwise), or in the earnings, business affairs or business prospects of the Company and its subsidiaries, including, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business, 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 Fund Company has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the American Stock Exchange or the NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives Initial Purchaser may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time on at or prior to the 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 Fund, at any time on or prior to such Option Closing Date) Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageOffering Memorandum, any Fund Material Adverse Effect material adverse change, or Adviser Material Adverse Effectany condition or event that has resulted or could reasonably be expected to result in a material adverse change, in the financial condition or in the earnings or business affairs of the Company and its Subsidiaries (including Heat, Inc. and H.I.G. Vinyl, Inc. and their respective subsidiaries and Champagne Industries, Inc.) considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesInitial Purchaser, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Fund has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market 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, FINRA 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 States or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time on at or prior to the Closing Date (andTime or, if any Option Securities are to be purchased on an Option Closing Date which occurs after in the Closing Date, the Representatives may terminate the obligations case of the several Underwriters to purchase such Option Securities, by notice prior to the Fund, at any time on or prior to such Option Additional Closing Date) Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus Offering Memorandum (exclusive of any amendment or supplement thereto subsequent to the date of this Agreement) or the General Disclosure Package, any Fund Material Adverse Effect or Adviser Material Adverse Effect, or (ii) if there has occurred after the date hereof and prior to the Closing Time or such Additional Closing Time, as the case may be, any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of the RepresentativesRepresentative, impracticable or inadvisable to market proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the General Disclosure Package and the Offering Memorandum, or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities issued or guaranteed by the Company or any of the Fund Guarantors has been suspended on any exchange or in any over-the-counter market or materially limited by the Commission or the NYSECommission, or if trading generally on the NYSE or in Exchange, the Nasdaq NASDAQ National Market or any over-the-counter market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority, or (iv) if a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States States, or (ivv) if a general moratorium on commercial banking moratorium activities has been declared by either Federal federal or New York State authorities.

Termination; General. The Representatives Underwriter may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time on at or prior to the Closing Date (andTime or, if any Option Securities are to be purchased on an Option Closing Date which occurs after the Closing Dateas applicable, the Representatives may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the Fund, at any time on or prior to such Option Additional Closing Date) Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package(exclusive of any supplement thereto), any Fund Material Adverse Effect material adverse change in the condition, financial or Adviser Material Adverse Effectotherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriter, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Initial Securities and the Additional Securities, as the case may be, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the American Stock Exchange or the NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA 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 States States, or (iv) if a banking moratorium has been declared by either Federal federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time on at or prior to the 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 Fund, at any time on or prior to such Option Closing Date) Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any Fund Material Adverse Effect material adverse change, or Adviser Material Adverse Effectany development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings or business affairs 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 Fund Company has been suspended or materially limited by the Commission Commission, the New York Stock Exchange or the NYSENasdaq Global Market, or if trading generally on the NYSE American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the Financial Industry Regulatory Authority or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States States, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time on at or prior to the 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 Fund, at any time on or prior to such Option Closing Date) Time (i) if there has been, in the judgment of the Representatives, 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 Fund Material Adverse Effect material adverse change in the condition (financial or Adviser Material Adverse Effectotherwise) or in the earnings, business affairs, properties or business prospects of the Company and its 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 Representatives, 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 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 Fund Company has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the American Stock Exchange or the NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, 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 States, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities, or (iv) a downgrading in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) under the 0000 Xxx) shall have occurred, or (v) any “nationally recognized statistical rating 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, its rating of any of the Company’s debt securities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserAdvisers, at any time on or prior to the 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 Fund, at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Fund Material Adverse Effect, Adviser Material Adverse Effect or Sub-Adviser Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the 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 Fund has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives Underwriters may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time on at or prior to Closing Time or, with respect to the Option Securities, at or prior to the Closing applicable Date of Delivery: (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 Fund, at any time on or prior to such Option Closing Date) (i1) 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 or Registration Statement, the preliminary prospectus, the General Disclosure PackagePackage or the Prospectus, any Fund Material Adverse Effect material adverse change in the condition, financial or Adviser Material Adverse Effectotherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; 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, 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 ; or (iii3) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the NYSENASDAQ, or if trading generally on the NYSE MKT LLC, the New York Stock Exchange or in the Nasdaq National Market NASDAQ has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority, or ; or (4) 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 (iv5) if a banking moratorium has been declared by either Federal federal authorities of the United States or state authorities of New York authoritiesor Ohio.

Termination; General. The Representatives Underwriter may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time on at or prior to the 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 Fund, at any time on or prior to such Option Closing Date) Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or preliminary prospectus, the General Disclosure PackagePackage or the Prospectus, any Fund Material Adverse Effect material adverse change, or Adviser Material Adverse Effectany development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings or business affairs of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if if, since the time of execution of this Agreement, 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 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 Fund Company has been suspended or materially limited by the Commission or the NYSENasdaq, or if trading generally on the NYSE American Stock Exchange or in the New York Stock Exchange or on Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, 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 States, or (ivv) if a banking moratorium has been declared by either Federal Federal, New York, California or New York Delaware authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserAdvisers, at any time on or prior to the 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 Fund, at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Fund Material Adverse Effect or Adviser Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States 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 Fund has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Fund or the AdviserGuarantor, at any time on at or prior to the 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 Fund, at any time on or prior to such Option Closing Date) (i) Time 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 or the General Disclosure PackageProspectus, any Fund Material Adverse Effect material adverse change in the condition, financial or Adviser Material Adverse Effectotherwise, or (ii) in the earnings or business affairs or business prospects of the UBS Entities and their subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business, or 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 marketsSwitzerland, or any outbreak of hostilities or escalation thereof affecting the United States or Switzerland 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 it, in the judgment of the RepresentativesRepresentative (after discussion with the Guarantor to the extent practicable), impracticable or inadvisable to market the Trust Preferred Securities or to enforce contracts for the sale of the Trust Preferred Securities, or (iii) if trading in any securities of the Fund UBS Entities has been suspended or materially limited by the Commission Commission, the New York Stock Exchange or the NYSELuxembourg Stock Exchange, or if trading generally on the NYSE American Stock Exchange or the New York Stock Exchange or the Luxembourg Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said such exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption if trading in any securities of the Guarantor has occurred been suspended or limited on any stock exchange in commercial banking Switzerland, or securities settlement minimum or clearance services maximum prices for trading have been fixed, or maximum ranges for prices have been required by any such stock exchange or any competent governmental authority in the United States or of Switzerland, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.a

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time on at or prior to the 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 Fund, at any time on or prior to such Option Closing Date) Time (i) if there has beenoccurred, 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 Fund Material Adverse Effect or Adviser Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the 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 Fund Company has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE MKT or in the Nasdaq National Market NYSE has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system exchange or by order of the Commission, FINRA Commission or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States States, or (ivv) if a banking moratorium has been declared by either Federal or New York authoritiesauthorities or (vi) if the ratings assigned to any debt securities issued or guaranteed by the Company by any NRSRO, as of the date hereof shall have been lowered since such date or if any such rating organization shall have publicly announced that it has placed any debt securities issued or guaranteed by the Company on what is commonly termed a “watch list” for possible downgrading.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time on at or prior to the 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 Fund, at any time on or prior to such Option Closing Date) Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the preliminary prospectuses, the Prospectus or and the General Disclosure PackagePermitted Free Writing Prospectus, if any, any Fund Material Adverse Effect or Adviser Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak or escalation of hostilities or escalation thereof a declaration by the United States of a national emergency or war, or any major act of terrorism involving the United States, or any other calamity substantial national or Table of Contents international calamity, emergency 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 on the financial markets of the United States is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for Shares on the sale of terms and in the Securitiesmanner contemplated in the Registration Statement, the preliminary prospectuses, the Prospectus and the Permitted Free Writing Prospectus, if any, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the NYSENASDAQ, or if trading generally on the NYSE American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market NASDAQ has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or national securities associations or by such system or by order of the Commission, FINRA the NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time on or prior to the 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 Fund, at any time on or prior to such Option Closing Date) (i) if there has been, since at any time Table of Contents 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 Fund Material Adverse Effect or Adviser any development that could reasonably be expected to result in a Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any 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 Offered Securities or to enforce contracts for the sale of the Securities, or (iii) if (A) trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the NYSE, NYSE or if (B) trading generally on the NYSE NYSE, the Nasdaq Stock Market or in the Nasdaq National Market over-the-counter market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges the NYSE or by such system the Nasdaq Stock Market or by order of the Commission, FINRA or any other governmental authority, or (C) a material disruption has occurred in commercial banking or securities settlement settlement, payment or clearance services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal federal or New York authoritiesauthorities or (v) if there shall have occurred, at any time on or after the date of this Agreement, any downgrading in the rating of any debt securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating 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 of its subsidiaries or any such debt securities under surveillance or review or on a so-called “watch list” (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement by any such organization that the Company or any such debt securities has been placed on negative outlook.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Fund or the AdviserGuarantor, at any time on at or prior to the 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 Fund, at any time on or prior to such Option Closing Date) (i) Time 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 or the General Disclosure PackageProspectus, any Fund Material Adverse Effect material adverse change in the condition, financial or Adviser Material Adverse Effectotherwise, or in the earnings or business affairs or business prospects of the UBS Entities and their subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business, or (iii) 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 marketsSwitzerland, or any outbreak of hostilities or escalation thereof affecting the United States or Switzerland 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 it, in the judgment of the RepresentativesRepresentative (after discussion with the Guarantor to the extent practicable), impracticable or inadvisable to market the Trust Preferred Securities or to enforce contracts for the sale of the Trust Preferred Securities, or (iiiii) if trading in any securities of the Fund UBS Entities has been suspended or materially limited by the Commission Commission, the New York Stock Exchange or the NYSE[insert applicable stock exchanges], or (iii) if trading generally on the NYSE American Stock Exchange or the New York Stock Exchange or the [insert applicable stock exchanges] or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said such exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption (iv) if trading in any securities of the Guarantor has occurred been suspended or limited on any stock exchange in commercial banking Switzerland, or securities settlement minimum or clearance services maximum prices for trading have been fixed, or maximum ranges for prices have been required by any such stock exchange or any competent governmental authority in the United States or of Switzerland, or (ivv) if a banking moratorium has been declared by either Federal or New York York, or Swiss authorities; or (vi) if there has occurred a change or an official announcement by a competent authority of a forthcoming change in Swiss taxation materially adversely affecting the Guarantor or the Guarantee or the transfer thereof or the imposition of exchange controls by the United States or Switzerland.

Termination; General. The Representatives Wxxxx Fargo Securities may terminate this Agreement, by notice to the Fund or the AdviserCompany, as hereinafter specified at any time on or prior to the 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 Fund, at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the Prospectus or the General Disclosure PackageProspectus, any Fund Material Adverse Effect material adverse change in the condition (financial or Adviser Material Adverse Effectotherwise), prospects, earnings, business or properties of the Company and its subsidiaries taken as a whole, (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesWxxxx Fargo Securities, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Fund Placement Securities has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, fixed or maximum ranges for prices have been required, required by any of said exchanges or by such system the NYSE or by order of the Commission, 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 (ivv) if a banking moratorium has been declared by either Federal federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice obligations of the Underwriter hereunder shall be subject to termination in the Fund or absolute discretion of the AdviserUnderwriter, at any time on or prior to the Closing Date Time or any Delivery Date, (and, i) if any Option Securities are of the conditions specified in Section 5 shall not have been fulfilled when and as required by this Agreement to be purchased on an Option Closing Date which occurs after the Closing Datefulfilled, the Representatives may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the Fund, at any time on or prior to such Option Closing Date) (iii) if there has been, since in the time judgment of execution of this Agreement or the Underwriter, since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageRegistration Statement, any Fund Material Adverse Effect or Adviser Material Adverse Effect, or material change in management of the Company or any Subsidiary, whether or not arising in the ordinary course of business, or (iiiii) if there has occurred any material adverse outbreak or escalation of national or international hostilities, other national or international calamity or crisis (including without limitation any terrorist or similar attack), any 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 substantial change in national United States’ or international economic, political, financial or economic other conditions, in each case the effect of which on the financial markets of the United States is such as to make it, in the sole judgment of the RepresentativesUnderwriter, impracticable or inadvisable to market the Securities Shares in the manner and on the terms described in the Prospectus (exclusive of any supplement thereto) or to enforce contracts for the sale of the Securities, or (iiiiv) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or by the NYSENew York Stock Exchange, or if trading generally on the NYSE New York Stock Exchange or in the Nasdaq National Stock Market has been suspended or materially limited(including an automatic halt in trading pursuant to market-decline triggers, other than those in which solely program trading is temporarily halted), or minimum or maximum limitations on prices for trading (other than limitations on hours or numbers of days of trading) have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges such exchange or by such system the FINRA or by order of the Commission, FINRA Commission or any other governmental authority, or (v) a general banking moratorium shall have been declared by any federal, New York or Maryland authorities or (vi) any federal or state statute, regulation, rule or order of any court or other governmental authority has been enacted, published, decreed or otherwise promulgated which, in the reasonable opinion of the Underwriter, materially adversely affects or will materially adversely affect the business or operations of the Company, or (vii) any action has been taken by any federal, state or local government or agency in respect of its monetary or fiscal affairs which, in the reasonable opinion of the Underwriter, has a material disruption has occurred in commercial banking or adverse effect on the securities settlement or clearance services markets in the United States States, or (ivviii) if the Company shall have sustained a banking moratorium has loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been declared by either Federal or New York authoritiesinsured.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time on or prior to the 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 Fund, at any time on or prior to such Option Closing Date) (i) if there has been, since at any time on or after the time of execution date of this Agreement or since the respective dates as of which information is given in the 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 Fund Material Adverse Effect material adverse change or Adviser Material Adverse Effectany development that could reasonably be expected to result in a material adverse change in the condition (financial or other), results of operations, business, properties, management or prospects of the Transaction Entities and their respective subsidiaries taken as a whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the 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 Fund Company has been suspended or materially limited by the Commission or the NYSE, or if (B) trading generally on the NYSE or in NYSE, the Nasdaq National Global Select Market, the Nasdaq Global Market or the NYSE Amex 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 such exchanges or by such system or by order of the Commission, 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 in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authoritiesauthorities or (v) if there shall have occurred, at any time on or after the date of this Agreement, any downgrading in the rating of any debt securities of or guaranteed by the Company, any preferred stock of the Company or any debt securities, preferred stock or trust preferred securities of any subsidiary or subsidiary trust of the Company by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the 1934 Act) 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 under surveillance or review or on a so-called “watch list” (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement by any such organization that the Company or any such debt securities, preferred stock or other securities has been placed on negative outlook.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserAdvisers, at any time on or prior to the 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 Fund, at any time on or prior to such Option Closing Date) ) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Fund Material Adverse Effect or Adviser Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States 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 Fund has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or Company and the AdviserSelling Stockholders, at any time on or prior to the 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 FundCompany, at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the any General Disclosure Package, any Fund Material Adverse Effect or Adviser Material Adverse Effect, or (ii) if there has occurred any material adverse change in the general economic, political or financial markets conditions in the United States or the international financial marketsconditions, 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 Fund Company has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the American Stock Exchange, the NYSE or in the Nasdaq National Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, 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 Representatives may terminate this Agreement, by notice to the Fund or the AdviserPartnership, at any time on or prior to the Closing Date (and, if any Option Securities are to be purchased on an Option Closing Date which 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 FundPartnership, at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Pricing Disclosure Package, any Fund Material Adverse Effect material adverse change in the condition, financial or Adviser Material Adverse Effectotherwise, or in the results of operations, business affairs or business prospects of the Partnership 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 Fund Partnership has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the American Stock Exchange, the NYSE or in the Nasdaq National Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, 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 Representatives may terminate this Agreement, by notice to the Fund or the AdviserAdvisers, at any time on or prior to the 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 Fund, at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Fund Material Adverse Effect or Adviser Material Adverse Effect or Sub-Adviser Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the 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 Fund has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserCompany and, at any time on or prior to the Closing Date (and, if any Option Securities are to be purchased purchased, on an any Option Closing Date which occurs after the Closing Date, the Representatives may terminate the obligations of the several Underwriters Initial Purchasers to purchase such Option Securities, by notice to the FundCompany, at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus Final Offering Memorandum or the General Disclosure Package, any Fund Material Adverse Effect material adverse change in the condition, financial or Adviser Material Adverse Effectotherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, (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 Fund Company has been suspended or materially limited by the Commission or the NYSENasdaq Market, or (iv) if trading generally on the New York Stock Exchange, the NYSE Amex Equities, or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the 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 Europe, (ivv) if a banking moratorium has been declared by either Federal or New York authorities, or (vi) if there shall have occurred, since the time of execution of this Agreement, any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined by the Commission for purposes of Rule 15c3-1 under the 1934 Act) or any public announcement that any such organization has under surveillance or review its ratings on any such debt securities, (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement by any such organization that the Company has been placed on negative outlook.

Termination; General. The Representatives may terminate this Agreement, by notice obligations of the Underwriter hereunder shall be subject to termination in the Fund or absolute discretion of the AdviserUnderwriter, at any time on or prior to the Closing Date Time or any Delivery Date, (and, i) if any Option Securities are of the conditions specified in Section 5 shall not have been fulfilled when and as required by this Agreement to be purchased on an Option Closing Date which occurs after the Closing Datefulfilled, the Representatives may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the Fund, at any time on or prior to such Option Closing Date) (iii) if there has been, since in the time judgment of execution of this Agreement or the Underwriter, since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageRegistration Statement, any Fund Material Adverse Effect or Adviser Material Adverse Effect, or material change in management of the Company or any Subsidiary, whether or not arising in the ordinary course of business, or (iiiii) if there has occurred any material adverse outbreak or escalation of national or international hostilities, other national or international calamity or crisis (including without limitation any terrorist or similar attack), any 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 substantial change in national United States’ or international economic, political, financial or economic other conditions, in each case the effect of which on the financial markets of the United States is such as to make it, in the sole judgment of the RepresentativesUnderwriter, impracticable or inadvisable to market the Securities in the manner and on the terms described in the Prospectus (exclusive of any supplement thereto) or to enforce contracts for the sale of the Securities, or (iiiiv) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or by the NYSENew York Stock Exchange, or if trading generally on the NYSE New York Stock Exchange or in the Nasdaq National Stock Market has been suspended or materially limited(including an automatic halt in trading pursuant to market-decline triggers, other than those in which solely program trading is temporarily halted), or minimum or maximum limitations on prices for trading (other than limitations on hours or numbers of days of trading) have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges such exchange or by such system the FINRA or by order of the Commission, FINRA Commission or any other governmental authority, or (v) a general banking moratorium shall have been declared by any federal, New York or Maryland authorities or (vi) any federal or state statute, regulation, rule or order of any court or other governmental authority has been enacted, published, decreed or otherwise promulgated which, in the reasonable opinion of the Underwriter, materially adversely affects or will materially adversely affect the business or operations of the Company, or (vii) any action has been taken by any federal, state or local government or agency in respect of its monetary or fiscal affairs which, in the reasonable opinion of the Underwriter, has a material disruption has occurred in commercial banking or adverse effect on the securities settlement or clearance services markets in the United States States, or (ivviii) if the Company shall have sustained a banking moratorium has loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been declared by either Federal or New York authoritiesinsured.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time on or prior to the 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 Fund, Company at any time on or prior to such Option Closing Date) (i) if there has been, since at any time on or after the time of execution date of this Agreement or since the respective dates as of which information is given in the 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 Fund Material Adverse Effect material adverse change or Adviser Material Adverse Effectany 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 prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the 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 Fund Company has been suspended or materially limited by the Commission or the NYSENASDAQ Global Select Market, or if (B) trading generally on the NYSE, the NASDAQ Global Select Market, the NASDAQ Global Market, or the NYSE or in the Nasdaq National Market Amex 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, 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 in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserAdvisers, at any time on or prior to the 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 Fund, Fund at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Fund Material Adverse Effect or Adviser Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the 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 Fund has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives Xxxxxxx Xxxxx may terminate this Agreement, by notice to the Fund or Company and the AdviserSelling Shareholder, at any time on at or prior to the 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 Fund, at any time on or prior to such Option Closing Date) Time (i) if if, in the judgment of Xxxxxxx Xxxxx, 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 Fund Material Adverse Effect material adverse change in the condition, financial or Adviser Material Adverse Effectotherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesXxxxxxx Xxxxx, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the NYSENASDAQ Global Select Market, or if trading generally on the NYSE American Stock Exchange or the New York Stock Exchange or in the Nasdaq National 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, 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 States, or (ivv) if a commercial banking moratorium has been declared by either Federal or New York State authorities.

Termination; General. The Representatives Underwriters may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time on at or prior to the 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 Fund, at any time on or prior to such Option Closing Date) Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or preliminary prospectus, the General Disclosure PackagePackage or the Prospectus, any Fund Material Adverse Effect material adverse change, or Adviser Material Adverse Effectany development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings or business affairs of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if if, since the time of execution of this Agreement, 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 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 Fund Company has been suspended or materially limited by the Commission or the NYSENasdaq, or if trading generally on the NYSE American Stock Exchange or in the New York Stock Exchange or on Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, 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 States, or (ivv) if a banking moratorium has been declared by either Federal Federal, New York, California or New York Delaware authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Fund or the AdviserIssuer, at any time on or prior to the Closing Date (and, if any Option Over-Allotment Securities are to be purchased on an Option Closing Date which occurs after the Closing Date, the Representatives Representative may terminate the obligations of the several Underwriters to purchase such Option Over-Allotment Securities, by notice to the FundIssuer, at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Fund Material Adverse Effect or Adviser Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Fund Issuer has been suspended or materially limited by the Commission or the NYSENasdaq, or if trading generally on the American Stock Exchange, the NYSE or in the Nasdaq National Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time on or prior to the Closing Date (and, if any Option Securities are to be purchased on an Option Closing Date which occurs after the Closing Date, the Representatives Representative may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the Fund, Company at any time on or prior to such Option Closing Date) (i) if there has been, since at any time on or after the time of execution date of this Agreement or since the respective dates as of which information is given in the 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 Fund Material Adverse Effect material adverse change or Adviser Material Adverse Effectany development that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties, management or prospects of the Company, 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 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 Fund Company has been suspended or materially limited by the Commission Commission, the Nasdaq Capital Market or the NYSETel Aviv Stock Exchange, or if (B) trading generally on the NYSE or in NYSE, the Nasdaq National Global Select Market, the Nasdaq Global Market or the Tel Aviv 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, 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 States, Israel or Europe or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserAdvisers, at any time on or prior to the 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 Fund, at any time on or prior to such Option Closing Date) ) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Fund Material Adverse Effect, Adviser Material Adverse Effect or Adviser Subadviser Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the 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 Fund has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by written notice to the Fund or the Adviser, at any time on or prior to the 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 written notice to the Fund, at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Fund Material Adverse Effect or Adviser Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the 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 Fund has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives Underwriters may terminate this Agreement, by notice to the Fund or the Adviser, Company at any time on or prior to the 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 Fund, at any time on or prior to such Option Closing Date) (i) if there has been, since at any time on or after the time of execution date of this Agreement or since the respective dates as 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 Fund Material Adverse Effect material adverse change or Adviser Material Adverse Effectany development involving a prospective material adverse change that could reasonably be expected to result in a material adverse change in the condition (financial or other), results of operations, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which on financial markets 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 (A) trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the NYSE, or if (B) trading generally on the NYSE or in NYSE, the Nasdaq National Global Select Market 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 the NYSE exchanges or by such system or by order of the Commission, 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 States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the Adviser, at any time on or prior to the 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 Fund, at any time on or prior to such Option Closing Date) ) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Fund Material Adverse Effect or Adviser Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the 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 Fund has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time on at or prior to the 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 Fund, at any time on or prior to such Option Closing Date) Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any amendment or supplement thereto subsequent to the date of this Agreement) or the General Disclosure Package, any Fund Material Adverse Effect material adverse change in the condition, financial or Adviser Material Adverse Effectotherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, 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 Fund Company has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or if trading generally on the NYSE American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority, or (iv) if a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States States, or (ivv) if a banking moratorium has been declared by either Federal federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Fund or the AdviserPartnership, at any time on or prior to the Closing Initial Delivery Date (and, if any Option Securities are to be purchased on an Option Closing Security Delivery Date which occurs after the Closing Initial Delivery Date, the Representatives Representative may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the FundPartnership, at any time on or prior to such Option Closing Security Delivery Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Fund Material Adverse Effect material adverse change in the condition, financial or Adviser Material Adverse Effectotherwise, or in the earnings, business affairs or business prospects of the Partnership 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 Fund Partnership has been suspended or materially limited by the Commission or the NYSENASDAQ, or if trading generally on the NYSE Amex LLC or the New York Stock Exchange or in the Nasdaq National Market NASDAQ has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, 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 authoritiesauthorities or (v) if there shall have occurred, since the time of execution of this Agreement, any downgrading in the rating of any debt securities or Partnership by any “nationally recognized statistical rating organization” (as defined by the Commission for purposes of Rule 436 under the 0000 Xxx) or any public announcement that any such organization has under surveillance or review its ratings on any such debt securities, (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement by any such organization that the Partnership has been placed on negative outlook.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Fund or the Adviser, Company at any time on at or prior to the 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 Fund, at any time on or prior to such Option Closing Date) Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageProspectus, any Fund Material Adverse Effect material adverse change in the condition, financial or Adviser Material Adverse Effectotherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred occurred, after the date hereof and prior to the Closing Time, any material adverse change in the financial markets in the Cayman Islands, the United States States, the People’s Republic of China, Asian 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 conditionsconditions or currency exchange rates or exchange controls, 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 Fund Company has been suspended or materially limited by the Commission or the Commission, NYSE, or if trading generally on the American Stock Exchange or the NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (iv) if a banking moratorium has been declared by either Federal the Cayman Islands, People’s Republic of China, U.S. federal or New York authorities.

Termination; General. The Representatives may terminate this AgreementAgreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligations of the Underwriters to purchase the Option Securities to be purchased and sold on such Date of Delivery, by notice to the Fund or the AdviserCompany, at any time on at or prior to the 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 Fund, at any time on or prior to such Option Closing Date) Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Fund Material Adverse Effect material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and the Subsidiaries considered as one enterprise, the Adviser Material Adverse Effector the Administrator, 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 Fund Company has been suspended or materially limited by the Commission or the NYSENasdaq Global Select Market or the Nasdaq Global Market or The New York Stock Exchange, or (iv) if trading generally on The New York Stock Exchange, the NYSE or in American LLC, the Nasdaq National Global Market or 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, 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 States, or (ivvi) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Fund or the AdviserAdvisers, at any time on or prior to the Closing Date (and, if any Option Securities are to be purchased on an Option Closing Date which occurs after the Closing Date, the Representatives Representative may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the Fund, Fund at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Fund Material Adverse Effect, Adviser Material Adverse Effect or Adviser Subadviser Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Fund has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE or in the Nasdaq National Market 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, FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund Trust or the AdviserAdvisers, at any time on or prior to the 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 FundTrust, at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Fund Trust Material Adverse Effect, Adviser Material Adverse Effect or Adviser Subadviser Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the 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 Fund Trust has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time on at or prior to the 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 Fund, at any time on or prior to such Option Closing Date) Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageFinal Prospectus, any Fund Material Adverse Effect material adverse change in the condition, financial or Adviser Material Adverse Effectotherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business, 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 Representatives, impracticable or inadvisable to market the Debt Securities or to enforce contracts for the sale of the Debt Securities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or if trading generally on the NYSE or in the Nasdaq National Market New York 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, FINRA 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 States or (iv) if a banking moratorium has been declared by either Federal or Federal, New York or Wisconsin authorities, or a material disruption in clearance or settlement systems in the United States securities markets shall have occurred, or (iv) if the ratings assigned by any Rating Agency to the Debt Securities or any other debt securities of the Company shall have been lowered since the date of this Agreement or if any such Rating Agency shall have publicly announced that it has placed under surveillance or review, with possible negative implications, its rating of the Debt Securities or any other debt securities of the Company.

Termination; General. The Representatives UBS Securities may terminate this Agreement, by notice to the Fund or Company and the AdviserSelling Shareholders, at any time on at or prior to the 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 Fund, at any time on or prior to such Option Closing Date) Time (i) if if, in the judgment of UBS Securities, 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 Fund Material Adverse Effect material adverse change in the condition, financial or Adviser Material Adverse Effectotherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesUBS Securities, 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 Fund Company has been suspended or materially limited by the Commission or the NYSENASDAQ Global Select Market, or if trading generally on the NYSE American Stock Exchange or the New York Stock Exchange or in the Nasdaq National 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, 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 States, or (ivv) if a commercial banking moratorium has been declared by either Federal or New York State authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Fund Company or the Adviser, at any time on at or prior to the 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 Fund, at any time on or prior to such Option Closing Date) Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as date of which information is given the Final Prospectus, any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change whether or not arising in the Prospectus or the General Disclosure Package, any Fund Material Adverse Effect or Adviser Material Adverse Effectordinary 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 Stock of the Fund Company has been suspended or materially limited by the Commission or the NYSENasdaq, or if trading generally on the NYSE or in the Nasdaq National Market Nasdaq, has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the 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 States, or (ivv) if a banking moratorium has been declared by either Federal federal or New York state authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund Fund, the Manager or the AdviserSubadviser, at any time on or prior to the 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 Fund, at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Fund Material Adverse Effect or Adviser Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the 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 Fund has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives If the Securities have not been sold prior to May 22, 2012, and if the Company shall not theretofore have consented (which consent may be given or withheld in the Company’s sole discretion) to extend such date, then this Agreement shall thereupon terminate. In addition, the Representative may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time on at or prior to the 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 Fund, at any time on or prior to such Option Closing Date) Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Fund Material Adverse Effect material adverse change in the condition, financial or Adviser Material Adverse Effectotherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, 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 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 Fund Company has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE Amex Equities, the NYSE or in the Nasdaq National Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, 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 States, or (ivv) if a banking moratorium has been declared by either Federal federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or Company for themselves and on behalf of the AdviserSelling Shareholders, at any time on at or prior to the 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 Fund, at any time on or prior to such Option Closing Date) Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageProspectus, any Fund Material Adverse Effect material adverse change in the condition, financial or Adviser Material Adverse Effectotherwise, or in the earnings, business affairs or business prospects of the Company and the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred occurred, after the date hereof and prior to the Closing Time, any material adverse change in the financial markets in the Cayman Islands, the United States States, the People’s Republic of China, Asian 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 conditionsconditions or currency exchange rates or exchange controls, 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 Fund Company has been suspended or materially limited by the Commission or the NYSECommission, NASDAQ, or if trading generally on the NYSE American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market NASDAQ has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (iv) if a banking moratorium has been declared by either Federal Cayman Islands, People’s Republic of China, U.S. federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time on at or prior to the 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 Fund, at any time on or prior to such Option Closing Date) Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package(exclusive of any supplement thereto), any Fund Material Adverse Effect material adverse change not contemplated by the Prospectus (as it exists on the date hereof) in the condition, financial or Adviser Material Adverse Effectotherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, 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 Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange (“NYSE”), or if trading generally on the NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges exchange or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States States, or (ivv) if a banking moratorium has been declared by either Federal or Federal, New York or Washington authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time on or prior to the 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 Fund, Company at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the 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 Fund Material Adverse Effect material adverse change in the condition (financial or Adviser Material Adverse Effectother), results of operations, business, properties, management or prospects of the Company and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the RepresentativesLeerink or 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 Fund Company has been suspended or materially limited by the Commission or the NYSENasdaq Global Market, or if trading generally on the NYSE or in NYSE, the Nasdaq National Market Global 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 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, 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 Federal, California or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserAdvisors, at any time on or prior to the 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 Fund, at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Fund Material Adverse Effect or Adviser Advisor Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States 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 Fund has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserCompany, at any time on or prior to the 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 Fund, Company at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the 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 Fund Material Adverse Effect material adverse change in the condition (financial or Adviser Material Adverse Effectother), results of operations, business, properties, management or prospects of the Company and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the RepresentativesXxxxx Fargo or Leerink, 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 Fund Company has been suspended or materially limited by the Commission or the NYSENasdaq Global Market, or if trading generally on the NYSE or in NYSE, the Nasdaq National Market Global 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 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, 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 Federal, California or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserAdvisers, at any time on or prior to the 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 Fund, at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Fund Material Adverse Effect or Adviser Material Adverse Effect or Sub-Adviser Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the 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 Fund has been suspended or materially limited by the Commission or the NYSENYSE MKT, or if trading generally on the NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Fund or the AdviserIssuers, at any time on at or prior to the 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 Fund, at any time on or prior to such Option Closing Date) Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (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 GAFRI and its subsidiaries considered as one enterprise or the General Disclosure PackageCompany and its subsidiaries considered as one enterprise, any Fund Material Adverse Effect whether or Adviser Material Adverse Effectnot 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 Fund Issuers has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or if trading generally on the NYSE American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority, authority or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States States, or (ivv) if a banking moratorium has been declared by either Federal Federal, Ohio, Delaware or New York authorities.