Common use of Termination; General Clause in Contracts

Termination; General. Placement Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) 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 Placement Agent, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) trading generally on the NYSE MKT LLC, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (vi) a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement The Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i1) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the conditionwhich, financial or otherwise, individually or in the earningsaggregate, business affairs has or business prospects would reasonably be expected to have a Material Adverse Effect that makes it impractical or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Company and its subsidiaries considered as one enterprisePlacement Shares, 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, in each case the effect of which is such as to make it, in the judgment of Placement the Agent, impracticable or inadvisable to market the Securities Placement Shares or to enforce contracts for the sale of the SecuritiesPlacement Shares, or (iii3) if trading in the Placement Securities Shares has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLC, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for (4) if any suspension of trading have been fixed, or maximum ranges for prices have been required, by of any of said exchanges or by order securities of the CommissionCompany on any exchange or in the over-the-counter market shall have occurred and be continuing, FINRA or any other governmental authority, or (v5) if a material major disruption has occurred in commercial banking or of securities settlement settlements or clearance services in the United States or in Europeshall have occurred and be continuing, or (vi6) if a banking moratorium has been declared by either U.S. Federal or New York authorities.

Termination; General. Placement Agent The Representative may terminate this Agreement, by notice to the CompanyFund, as hereinafter specified at any time if, in the judgment of Placement Agent, at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus or General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseFund, the Adviser or 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 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 Placement Agentthe Representative, impracticable or inadvisable to market proceed with the Securities offering, sale or to enforce contracts for the sale delivery of the SecuritiesShares, or (iii) if trading in the Placement Securities Shares of the Fund has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCMKT, the NYSE or in the Nasdaq Global NASDAQ Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (viv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (viv) if a banking moratorium has been declared by either Federal U.S. or New York authorities.

Termination; General. Placement The Sales Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company Company, the Operating Partnership and its subsidiaries the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial 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 Placement the Sales Agent, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCLLC (the successor market to the American Stock Exchange (AMEX)), the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (viv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent The Representatives may terminate this Agreement, by notice to the CompanyFund, as hereinafter specified at any time if, in the judgment of Placement Agent, at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseFund or the Investment Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of Placement Agentthe Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities Common Shares of the Fund has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLC, the NYSE or on the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent The Lead Managers may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the International Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, 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 Placement Agentthe Lead Managers, 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 Placement Securities Company has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or (iv) if trading generally on the NYSE MKT LLC, the NYSE American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority, or (viv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (vi) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement The Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, condition (financial or otherwise, ) or in the assets, business, operations, earnings, business affairs properties or business prospects of the Company and its subsidiaries considered the Subsidiaries, taken as one enterprisea whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any 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 Placement the Agent, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCNYSE, the NYSE American LLC or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent The Representative may terminate this Agreement, by notice to the CompanyFund, as hereinafter specified at any time if, in the judgment of Placement Agent, at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseFund or the Investment Manager, 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 Placement Agentthe Representative, impracticable or inadvisable to market the Securities AMPS or to enforce contracts for the sale of the SecuritiesAMPS, or (iii) if trading in the Placement Securities shares of common stock of the Fund has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLC, American Stock Exchange or the NYSE or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Placement Agent may terminate this Agreement, by notice to the CompanyFund, as hereinafter specified at any time if, in the judgment of Placement Agent, at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus or General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseFund or the Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any 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 Placement Agent, impracticable or inadvisable to market the Securities Shares or to enforce contracts for the sale of the SecuritiesShares, or (iii) if trading in the Placement Securities Common Shares of the Fund has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLC, American Stock Exchange or in the NYSE or the Nasdaq NASDAQ Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (viiv) if a banking moratorium has been declared by either Federal or New York Kansas authorities.

Termination; General. Placement Agent The Representatives may terminate this Agreement, by notice to the CompanyFund, as hereinafter specified at any time if, in the judgment of Placement Agent, at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus (exclusive of any supplement thereto), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseFund or the Investment Manager, 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 Placement Agentthe Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities Common Shares of the Fund has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLC, American Stock Exchange or the NYSE or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent The Representatives may terminate this Agreement, by notice to the CompanyTrust, as hereinafter specified at any time if, in the judgment of Placement Agent, at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus (exclusive of any supplement thereto), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseTrust or the Advisers, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of Placement Agentthe Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities Common Shares of the Trust has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLC, American Stock Exchange or the NYSE or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each Placement Agent may terminate this AgreementAgreement as to itself, by written notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company 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 such Placement Agent, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities Common Stock has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT NASDAQ Stock Market LLC, the NYSE MKT or the Nasdaq Global 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 order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent The Representatives may terminate this Agreement, by notice to the CompanyTrust, as hereinafter specified at any time if, in the judgment of Placement Agent, at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus (exclusive of any supplement thereto), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseTrust or the Advisers, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of Placement Agentthe Representatives, impracticable or inadvisable to market the Securities AMPS or to enforce contracts for the sale of the SecuritiesAMPS, or (iii) if trading in the Placement Securities common shares of the Trust has been suspended or materially limited by the Commission or the NYSEAMEX, or (iv) if trading generally on the NYSE MKT LLC, the NYSE New York Stock Exchange or the AMEX or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent The Manager may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs or business prospects of the Company Company, the Operating Partnership and its each of 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 thereof, any acts of terrorism involving the United States or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the sole judgment of Placement Agentthe Manager, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLC, the NYSE or the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent The Manager may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs or business prospects of the Company and each of 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 sole judgment of Placement Agentthe Manager, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLC, the NYSE or the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent may Xxxxxxx Xxxxx xxx terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs or business prospects of the Company Company, the Operating Partnership and its subsidiaries considered as one enterprisethe 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 Placement AgentXxxxxxx Xxxxx, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCAmex Equities, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Placement Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company 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 Placement Agent, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCMKT, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent Xxxxx Fargo Securities may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company 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 Placement AgentXxxxx Fargo Securities, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCAmerican Stock Exchange, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Placement Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company 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 Placement Agent, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLC, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent The Representatives may terminate this Agreement, by notice to the CompanyFund, as hereinafter specified at any time if, in the judgment of Placement Agent, at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseFund or an Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of Placement Agentthe Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities Common Shares of the Fund has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLC, American Stock Exchange or the NYSE or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent The Representatives may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company 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 Placement Agentthe 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 Placement Securities Company has been suspended or materially limited by the Commission or the NYSENasdaq Global Select Market (“Nasdaq”), or (iv) if trading generally on the NYSE MKT LLC, the NYSE or the New York Stock Exchange or on the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority, or (viv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement The Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs or business prospects of the Company Company, the Operating Partnership and its the subsidiaries considered as one enterpriseof 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 Placement the Agent, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCNYSE, the NYSE MKT or the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement A Distribution Agent may terminate its participation in this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprisethe 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 Placement such Distribution Agent, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSENasdaq, or (iv) if trading generally on the NYSE MKT LLCAmex Equities, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. the Placement Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company 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 Placement Agent, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSENYSE MKT, or (iv) if trading generally on the NYSE MKT LLCNew York Stock Exchange, the NYSE MKT or the Nasdaq Global Stock Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent Xxxxx Fargo Securities may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company 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 Placement AgentXxxxx Fargo Securities, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCMKT, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent The Representatives may terminate this Agreement, by notice to the CompanyFund, as hereinafter specified at any time if, in the judgment of Placement Agent, at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseFund or the Investment Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of Placement Agentthe Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities Common Shares of the Fund has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLC, American Stock Exchange or the NYSE or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent The Initial Purchaser may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusOffering Memorandum, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, 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 Placement Agentthe Initial 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 Placement Securities Company has been suspended or materially limited by the Commission or the NYSENasdaq National Market, or (iv) if trading generally on the NYSE MKT LLC, the NYSE American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority, or (viv) if a banking moratorium has been declared by either Federal, New York or California authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (vi) a banking moratorium has been declared by either Federal or New York authoritiesoccurred.

Termination; General. Placement Agent may Xxxxxxx Xxxxx xxx terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs or business prospects of the Company Company, the Operating Partnership and its subsidiaries considered as one enterprisethe 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 Placement AgentXxxxxxx Xxxxx, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCAmex, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent RBC may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company Company, the Operating Partnership and its the Company’s 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 Placement AgentRBC, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCLLC (the successor market to the American Stock Exchange (AMEX)), the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (viv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent JMP Securities may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company Company, the Operating Partnership and its their respective subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial 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 Placement AgentJMP Securities, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLC, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (vi) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent SunTrust Xxxxxxxx Xxxxxxxx may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company 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 Placement AgentSunTrust Xxxxxxxx Xxxxxxxx, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCMKT, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent Xxxxxx Xxxxxx may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the conditionMaterial Adverse Effect, financial or otherwise, which individually or in the earningsaggregate, business affairs in the sole judgment of Xxxxxx Xxxxxx is material and adverse and makes it impractical or business prospects inadvisable to market the Securities or to enforce contracts for the sale of the Company and its subsidiaries considered as one enterpriseSecurities, 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 Placement AgentXxxxxx Xxxxxx, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCAmerican Stock Exchange, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (viv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (viv) if a banking moratorium has been declared by either U.S. Federal or New York authorities.

Termination; General. Placement Agent Xxxxx may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company Company, the Operating Partnership and its their respective subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial 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 Placement AgentBaird, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLC, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (vi) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent Xxxxx Fargo Securities may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs or business prospects of the Company Company, the Operating Partnership and its subsidiaries considered as one enterprisethe 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 Placement AgentXxxxx Fargo Securities, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCAmex, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent Wxxxx Fargo Securities may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the 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 Placement AgentWxxxx Fargo Securities, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSENasdaq Global Select Market, or (iv) if trading generally on the NYSE MKT LLC, the NYSE New York Stock Exchange or the Nasdaq Global Select Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by 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 or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent RBC may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement AgentRBC, (i) there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) 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 Placement AgentRBC, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) trading generally on the NYSE MKT LLC, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (vi) a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent The Representative may terminate this Agreement, by notice to the CompanyFund, as hereinafter specified at any time if, in the judgment of Placement Agent, at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseFund or the Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of Placement Agentthe Representative, impracticable or inadvisable to market the Securities AMPS or to enforce contracts for the sale of the SecuritiesAMPS, or (iii) if trading in the Placement Securities shares of common stock of the Fund has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLC, American Stock Exchange or the NYSE or in the Nasdaq Global 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 (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent may Xxxxxxx Xxxxx xxx terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs or business prospects of the Company Company, the Operating Partnership and its subsidiaries considered as one enterprisethe 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 thereof, any acts of terrorism involving the United States or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the sole judgment of Placement AgentXxxxxxx Xxxxx, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCAmex Equities, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by 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 or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent The Representatives may terminate this Agreement, by notice to the CompanyFund, as hereinafter specified at any time if, in the judgment of Placement Agent, at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseFund or the Investment Manager, 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 Placement Agentthe Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities Common Shares of the Fund has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLC, American Stock Exchange or the NYSE or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent may Each Manager shall have the right to terminate this AgreementAgreement with respect to itself, by notice to the Company, as hereinafter specified specified, at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries Archrock Entities 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 Placement Agentsuch Manager, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCAmerican Stock Exchange, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent The Representatives may terminate this Agreement, by notice to the CompanyFund, as hereinafter specified at any time if, in the judgment of Placement Agent, at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus (exclusive of any supplement thereto), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseFund or the Investment Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of Placement Agentthe Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities Common Shares of the Fund has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLC, American Stock Exchange or the NYSE or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement The Sales Agent may terminate this AgreementAgreement with respect to its obligations hereunder, by notice to the CompanyPartnership, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earningsresults of operations, business affairs or business prospects of the Company 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 Placement the Sales Agent, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLC, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent Xxxxxxx Xxxxx may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement AgentXxxxxxx Xxxxx, (i) there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) 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 Placement AgentXxxxxxx Xxxxx, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCAmerican Stock Exchange, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent Xxxxx Fargo Securities may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earningsresults of operations, 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 Placement AgentXxxxx Fargo Securities, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCAmerican, the NYSE or the Nasdaq Global Stock Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent The Representatives may terminate this Agreement, by notice to the CompanyFund, as hereinafter specified at any time if, in the judgment of Placement Agent, at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseFund or an Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of Placement Agentthe Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities Common Shares of the Fund has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLC, the NYSE or the American Stock Exchange or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement A Distribution Agent may terminate its participation in this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprisethe 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 Placement such Distribution Agent, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities Common Share has been suspended or limited by the Commission or the NYSENasdaq, or (iv) if trading generally on the NYSE MKT LLCAmex Equities, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent Citi may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company Company, the Operating Partnership and its the Company’s 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 Placement AgentCiti, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCLLC (the successor market to the American Stock Exchange (AMEX)), the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (viv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Placement Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company 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 Placement Agent, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSENASDAQ, or (iv) if trading generally on the NYSE MKT LLCAmerican Stock Exchange, the NYSE New York Stock Exchange or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Each Sales Agent and Forward Purchaser may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company Company, the Operating Partnership and its subsidiaries the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial 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 Placement Agenteach Sales Agent or Forward Purchaser, impracticable or inadvisable to market the Placement Securities or to enforce contracts for the sale of the Placement Securities, or (iii) if trading in the Placement Issuance Securities has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLC, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (viv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent JMP Securities may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company Company, the Operating Partnership and its their respective subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial 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 Placement AgentJMP Securities, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLC, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (vi) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent Xxxxxxx Xxxxx may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs or business prospects of the Company Company, the Operating Partnership and its subsidiaries considered as one enterprisethe 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 Placement AgentXxxxxxx Xxxxx, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCAmex Equities, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent X.X. Xxxxxx Securities may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earningsresults of operations, 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 Placement AgentX.X. Xxxxxx Securities, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCAmerican, the NYSE or the Nasdaq Global Stock Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent Xxxxx Fargo Securities may terminate this Agreement, by written notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company Company, the Operating Partnership and its subsidiaries the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial 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 Placement AgentXxxxx Fargo Securities, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLC, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent may Xxxxxxx Xxxxx xxx terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earningsresults of operations, 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 Placement AgentXxxxxxx Xxxxx, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCAmerican Stock Exchange, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement The Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessa 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 Placement the Agent, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSENasdaq, or (iv) if trading generally on the NYSE MKT LLC, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities. Any such termination pursuant to this Section 13(a) shall be without liability of any Party to any other Party, except that the provisions of Section 8 (Payment of Expenses), Section 10 (Indemnification), Section 11 (Contribution), Section 12 (Survival of Representations), Section 13(f) (Effectiveness of Termination), Section 19 (Governing Law) and Section 20 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination.

Termination; General. Placement Agent Xxxxx Fargo may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs or business prospects of the Company Company, the Operating Partnership and its subsidiaries considered as one enterprisethe 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 Placement AgentXxxxx Fargo, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCAmex Equities, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent Xxxxx Fargo Securities may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company 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 Placement AgentXxxxx Fargo Securities, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCAMEX, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent BMO Capital Markets may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company Company, the Operating Partnership and its their respective subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial 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 Placement AgentBMO Capital Markets, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLC, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (vi) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Each Sales Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company Company, the Operating Partnership and its subsidiaries the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial 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 Placement each Sales Agent, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCLLC (the successor market to the American Stock Exchange (AMEX)), the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (viv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Each Agent may terminate this Agreement, solely with respect to such Agent, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earningsresults of operations, business affairs or business prospects 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 Placement such Agent, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSENASDAQ, or (iv) if trading generally on the NYSE MKT LLCAmerican Stock Exchange, the NYSE New York Stock Exchange or the Nasdaq Global Market NASDAQ has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent Xxxxx Xxxxxxx may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company 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 Placement AgentXxxxx Xxxxxxx, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCMKT, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent Xxxxxxx Sachs may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earningsresults of operations, 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 Placement AgentXxxxxxx Xxxxx, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCAmerican, the NYSE or the Nasdaq Global Stock Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent Xxxxx Fargo Securities may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company Company, the Operating Partnership and its the Company’s 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 Placement AgentXxxxx Fargo Securities, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCLLC (the successor market to the American Stock Exchange (AMEX)), the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (viv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Placement Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company Company, the Operating Partnership and its their respective 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 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 Placement Agent, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iiii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCAmerican Stock Exchange, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (vi) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent Xxxxx Fargo Securities may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earningsresults of operations, 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 Placement AgentXxxxx Fargo Securities, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCMKT, the NYSE or the Nasdaq Global Stock Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent BAML may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company Company, the Operating Partnership and its the Company’s 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 Placement AgentBAML, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCLLC (the successor market to the American Stock Exchange (AMEX)), the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (viv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent Ladenburg may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company Company, the Operating Partnership and its their respective subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial 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 Placement AgentLadenburg, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLC, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (vi) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent The Representatives may terminate this Agreement, by notice to the CompanyFund, as hereinafter specified at any time if, in the judgment of Placement Agent, at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the Prospectus, or the General Disclosure Package any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseFund or the Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of Placement Agentthe Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities Common Shares of the Fund has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLC, American Stock Exchange or the NYSE or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement The Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company Company, the Operating Partnership and its subsidiaries the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial 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 Placement the Agent, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCMKT, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.. 37 SC1:4187253.8A

Termination; General. Placement Agent Xxxxx Fargo Securities may terminate this Agreement, by notice given to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company 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 in the United States or internationally 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 Placement AgentXxxxx Fargo Securities, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCMKT, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent Barclays Capital may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement AgentBarclays Capital, (i) there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) 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 Placement AgentBarclays Capital, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCAmerican Stock Exchange, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent The Representatives may terminate this Agreement, by notice to the CompanyCompany and the Selling Shareholders, as hereinafter specified at any time if, in the judgment of Placement Agent, at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries the Bank, 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 Placement Agentthe 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 Placement Securities Company has been suspended or limited by the Commission or the NYSENasdaq National Market, or (iv) if trading generally on the NYSE MKT LLC, the NYSE American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global National Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority, or ; (viv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (vi) if a banking moratorium has been declared by either Federal or federal, New York or Florida authorities.

Termination; General. Placement Agent The Representative may terminate this Agreement, by notice to the CompanyTrust, as hereinafter specified at any time if, in the judgment of Placement Agent, at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus (exclusive of any supplement thereto), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseTrust or the Advisers, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of Placement Agentthe Representative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities Common Shares of the Trust has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLC, New York Stock Exchange or the NYSE or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent KeyBanc Capital Markets may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earningsresults of operations, 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 Placement AgentKeyBanc Capital Markets, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCAmerican Stock Exchange, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Either of the Placement Agent Agents may terminate this Agreement, by notice to the CompanyCompany and the other Placement Agent, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company 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 Placement AgentAgents, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCAmex, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent The Representative may terminate this Agreement, by notice to the CompanyTrust, as hereinafter specified at any time if, in the judgment of Placement Agent, at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseTrust, the Administrator or the Investment Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of Placement Agentthe Representative, impracticable or inadvisable to market the Securities AMPS or to enforce contracts for the sale of the SecuritiesAMPS, or (iii) if trading in the Placement Securities common shares of the Trust has been suspended or materially limited by the Commission or the NYSEAMEX, or (iv) if trading generally on the NYSE MKT LLC, the NYSE New York Stock Exchange or the AMEX or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent The Representative may terminate this Agreement, by notice to the CompanyTrust, as hereinafter specified at any time if, in the judgment of Placement Agent, at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus (exclusive of any supplement thereto), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseTrust or the Advisers, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of Placement Agentthe Representative, impracticable or inadvisable to market the Securities AMPS or to enforce contracts for the sale of the SecuritiesAMPS, or (iii) if trading in the Placement Securities common shares of the Trust has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLC, American Stock Exchange or the NYSE or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent The Underwriter may terminate this Agreement, by notice to the Company, as hereinafter specified at any time ifat or prior to the Closing Time or, in if applicable, the judgment additional time of Placement Agentpurchase, (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the financial condition, financial or otherwiseearnings, 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 Placement Agentthe Underwriter, 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 Placement Securities Company has been suspended or materially limited by the Commission or the NYSENYSE or any other securities exchange on which the Common Stock is then listed, or (iv) if trading generally on the NYSE MKT LLC, or in the NYSE or the Nasdaq Global NASDAQ Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the Financial Industry Regulatory Authority, Inc. or any other governmental authority, or Governmental Entity; (viv) a material disruption has occurred in commercial banking or securities or clearance, settlement or clearance trading services in the United States or in Europe, States; or (viv) if a banking moratorium has been declared by either Federal Federal, New York, Maryland or New York California authorities.

Termination; General. Placement Agent The Representatives may terminate this Agreement, by notice to the Company, as hereinafter specified at any time ifat or prior to Closing Time (i) if there has been, in the reasonable judgment of Placement Agent, (i) there has beenthe Representatives, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusRegistration Statement, the General Disclosure Package or the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change in the conditionMaterial Adverse Effect, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or Australia or the international financial markets, any outbreak of hostilities or escalation thereof thereof, any act of terrorism or any 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 Placement Agentthe 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 Placement Securities Company has been suspended or materially limited by the Commission or the NYSENASDAQ Global Market, or (iv) if trading generally on the NYSE MKT LLCNew York Stock Exchange, the NYSE ASX or the Nasdaq NASDAQ Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (viv) a material disruption has occurred in commercial banking or securities settlement settlement, payment or clearance services in the United States or in EuropeAustralia, or (viv) if a banking moratorium has been declared by either Federal or Federal, New York or Australian authorities.

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

Termination; General. Placement Agent Ladenburg may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company Company, the Operating Partnership and its their respective subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial 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 Placement AgentLadenburg, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLC, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (vi) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent The Representative may terminate this Underwriting Agreement, by notice to the Company, as hereinafter specified at any time ifat or prior to Closing Time (i) if there has been, in the judgment of Placement Agent, (i) there has beenthe Representative, since the time of execution of this Underwriting Agreement or since the date respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in Material Adverse Effect or if the conditionUnderwriters decline to purchase the Securities for any reason permitted under this Agreement, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, including without limitation as a result of terrorist activities, in each case the effect of which is such as to make it, in the judgment of Placement Agentthe Representative, 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 Placement Securities Company has been suspended or materially limited by the Commission or the NYSENasdaq, or (iv) if trading generally on the NYSE MKT LLC, the NYSE New York Stock Exchange or the on Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority, or (viv) 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 (viv) if a banking moratorium has been declared by either Federal federal, Indiana or New York Illinois authorities.

Termination; General. Placement Agent Jefferies may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement AgentJefferies, (i) there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) 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 Placement AgentJefferies, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) trading generally on the NYSE MKT LLC, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (vi) a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent The Representatives may terminate this Agreement, by notice to the CompanyTrust, as hereinafter specified at any time if, in the judgment of Placement Agent, at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus (exclusive of any supplement thereto), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseTrust or the Investment Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of Placement Agentthe Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities Common Shares of the Trust has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLC, American Stock Exchange or the NYSE or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Each Agent may terminate this Agreement, solely with respect to such Agent, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earningsresults of operations, business affairs or business prospects of the Company and its subsidiaries considered taken as one enterprisea whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any 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 Placement such Agent, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCAmerican Stock Exchange, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent Xxxxx Fargo Securities may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company 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 Placement AgentXxxxx Fargo Securities, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCAmerican Stock Exchange, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent The Representatives may terminate this Agreement, by notice to the CompanyFund, as hereinafter specified at any time if, in the judgment of Placement Agent, at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus (exclusive of any supplement thereto), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseFund or the Investment Manager, 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 Placement Agentthe Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities Common Shares of the Fund has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLC, American Stock Exchange or the NYSE or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.. 18

Termination; General. The Placement Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company 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 Placement Agent, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSENYSE MKT, or (iv) if trading generally on the NYSE MKT LLCAmerican Stock Exchange, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent Xxxxx may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company Company, the Operating Partnership and its their respective subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial 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 Placement AgentBaird, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLC, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (vi) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent The Representative(s) may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company 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 Placement Agentthe Representative(s), 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 Placement Securities Company has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCAmerican Stock Exchange, the NYSE or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority, or (viv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent Mxxxxxx Lxxxx may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earningsresults of operations, 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 Placement AgentMxxxxxx Lxxxx, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCAmerican Stock Exchange, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent The Representative may terminate this Agreement, by notice to the CompanyFund, as hereinafter specified at any time if, in the judgment of Placement Agent, at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseFund or an Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of Placement Agentthe Representative, impracticable or inadvisable to market the Securities AMPS or to enforce contracts for the sale of the SecuritiesAMPS, or (iii) if trading in the Placement Securities shares of common stock of the Fund has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLC, American Stock Exchange or the NYSE or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement The Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company Company, the Operating Partnership and its subsidiaries the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial 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 Placement the Agent, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCMKT, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent The Representative may terminate this Agreement, by notice to the CompanyFund, as hereinafter specified at any time if, in the judgment of Placement Agent, at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus (exclusive of any supplement thereto), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseFund or the Advisers, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of Placement Agentthe Representative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities Common Shares of the Fund has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLC, New York Stock Exchange or the NYSE or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent Wxxxx Fargo Securities may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earningsresults of operations, 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 Placement AgentWxxxx Fargo Securities, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCAmerican Stock Exchange, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Each Agent may terminate this Agreement, solely with respect to its rights and obligations hereunder, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company 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 Placement such Agent, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCAmerican Stock Exchange, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities. For the avoidance of doubt, the termination by one Agent of its rights and obligations under this Agreement pursuant to this Section shall not affect the rights and obligations of the other Agent under this Agreement.

Termination; General. Placement Agent X.X. Xxxxxx Securities may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company 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 Placement AgentX.X. Xxxxxx Securities, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCAmerican Stock Exchange, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal federal or New York authorities.

Termination; General. Placement Agent The Representative may terminate this Agreement, by notice to the CompanyFund, as hereinafter specified at any time if, in the judgment of Placement Agent, at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus or General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseFund or the Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any 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 Placement Agentthe Representative, impracticable or inadvisable to market proceed with the Securities offering, sale or to enforce contracts for the sale delivery of the SecuritiesShares, or (iii) if trading in the Placement Securities Shares of the Fund has been suspended or materially limited by the Commission or the NYSENYSE MKT, or (iv) if trading generally on the NYSE MKT LLCMKT, the NYSE New York Stock Exchange or in the Nasdaq Global NASDAQ Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (viv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (viv) if a banking moratorium has been declared by either Federal U.S. or New York authorities.

Termination; General. Placement Agent Xxxxxxx Xxxxx may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs or business prospects of the Company Company, the Operating Partnership and its subsidiaries considered as one enterprisethe 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 Placement AgentXxxxxxx Xxxxx, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCAmex, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Placement Agent Capital One Securities may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Placement Agent, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earningsresults of operations, 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 Placement AgentCapital One Securities, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLCAmerican, the NYSE or the Nasdaq Global Stock Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities.