Common use of Termination; General Clause in Contracts

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, may terminate this Agreement, by notice to the Company, as hereinafter specified at any time (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the Properties), whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward Purchaser, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in the Securities has been suspended or limited by the Commission or the NYSE, or (y) if trading generally on the American Stock Exchange, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of The Sales Agent, the Forward Seller or the Forward Purchaser may terminate this Agreement only as to the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, may terminate this Agreement, Purchaser by written notice to the Company, as hereinafter specified at any time (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries the Subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward Purchaser, impracticable or inadvisable to market the Securities Shares or to enforce contracts for the sale of the SecuritiesShares, or (iii) (x) if trading in the Securities Shares has been suspended or materially limited by the Commission or the NYSE, or (y) if trading generally on the American Stock Exchange, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Representatives may terminate this Agreement, by notice to the CompanyOperating Partnership, as hereinafter specified at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the date earlier of the respective dates as of which information is given in the ProspectusRegistration Statement, 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, the Operating Partnership and their respective subsidiaries the other Simon Entities considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis crisis, (C) a declaration by the United States of a national emergency or war, or (D) any change or development involving a prospective change in national or international political, financial financial, or economic conditions, in each case case, the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentatives, impracticable or inadvisable to market the Securities Notes or to enforce contracts for the sale of the SecuritiesNotes, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the New York Stock Exchange (the “NYSE”), or (y) if trading generally on the American Stock ExchangeNYSE, the NYSE or the Nasdaq Global Market or the NYSE Amex Equities or in the over-the-counter market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal Federal, New York, or New York Delaware authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the rating.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Underwriters may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusGeneral Disclosure Package and the Prospectus (excluding any documents incorporated therein by reference pursuant to the 1934 Act after the execution of this Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserUnderwriters, impracticable or inadvisable to market the Securities Shares or to enforce contracts for the sale of the SecuritiesShares, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or (y) if trading generally on the American New York Stock Exchange, the NYSE or the Nasdaq Global Market Exchange has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges exchange or by such system or by order of the Commission, the FINRA or any other governmental authorityauthority having jurisdiction, or (iv) if a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each This Agreement shall be subject to termination in the absolute discretion of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, may terminate this AgreementRepresentative, by notice given to the CompanyOperating Partnership prior to delivery of and payment for the Securities, as hereinafter specified if at any time prior to such delivery and payment (i) if there has been, since in the time judgment of execution of this Agreement or since the date Representative, subsequent to the Applicable Time or, if earlier, the dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, condition (financial or otherwise), results of operations, business, properties, management or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries considered its subsidiaries, taken as one enterprise (including all of the Properties)a whole, whether or not arising from transactions in the ordinary course of business, or (ii) if there has occurred trading in 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 securities of the Sales Agent, the Forward Seller or the Forward Purchaser, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in the Securities has Operating Partnership shall have been suspended or materially limited by the Commission or the NYSE, or (y) if trading in securities generally on the American Stock Exchange, the NYSE or the Nasdaq Global Market has shall have been suspended or limited, limited or minimum or maximum prices for trading have been fixed, or maximum ranges for prices shall have been required, required by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or (iii) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or, with respect to Clearstream or Euroclear systems, in Europe, or (iv) if a banking moratorium has shall have been declared either by either Federal or New York State authorities, or (v) if there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Base Prospectus or the Prospectus (exclusive of any amendment or supplement thereto).

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Underwriters may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time (i) if if, in the judgment of the Underwriters, there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus (exclusive of any supplement thereto) or General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective subsidiaries its Subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserUnderwriters, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or (y) if trading generally on the American New York Stock Exchange, the NYSE Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges such exchange or by such system or by order of the Commission, the FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

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

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Representative may terminate this Agreement, by notice to the CompanyCompany and the Guarantors, as hereinafter specified at any time at or prior to the Closing Date (i) if there has been, since the time of execution of this Agreement Applicable Time or since the date as of which information is given in the ProspectusDisclosure Package or the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentative, impracticable or inadvisable to market proceed with the offering, sale or delivery of the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the New York Stock Exchange (“NYSE”), or (y) if trading generally on the American Stock Exchange, the NYSE or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Representatives may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the Prospectus, any loss sustained by the Company by strike, fire, flood, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or any material adverse change in the condition, financial or otherwise, or in the earnings, results of operations, properties, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the Properties), whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentatives, impracticable or inadvisable to market the Securities Senior Notes or to enforce contracts for the sale of the SecuritiesSenior Notes, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or (y) if trading generally on the American Stock Exchange, the NYSE Exchange or the New York Stock Exchange or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal or Federal, New York or Oklahoma authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Representatives may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs affairs, business prospects, management, assets or business prospects properties of the Company, the Operating Partnership and their respective subsidiaries Subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the sole judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or (y) if trading generally on the American New York Stock Exchange, the NYSE Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Representatives may terminate this Agreement, by notice to the CompanyCompany and the Selling Stockholder, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus (exclusive of any amendment or supplement thereto), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective subsidiaries its Subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, including, without limitation, as a result of terrorist activities, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or (y) if trading generally on the American Stock Exchange, the NYSE Exchange or the New York Stock Exchange or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Underwriter may terminate this Agreement, by notice to the CompanyCompany and the Selling Stockholders, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, in the judgment of the Underwriter, 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 or affecting any of the Properties or in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserUnderwriter, impracticable or inadvisable to market proceed with the Securities or to enforce contracts for the sale public offering of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSENYSE (other than in connection with an event described in (iv) below), or (yiv) if trading generally on the American Stock Exchange, NYSE Amex Equities or the NYSE or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (v) 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 (ivvi) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Representatives in their absolute discretion may terminate this AgreementAgreement without liability to the Company, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Date (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus (exclusive of any supplement thereto) or the Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Partnerships and their respective subsidiaries the Subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentatives, impracticable or inadvisable to market proceed with the Securities completion of the offering or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or (yiv) if trading generally on the American New York Stock Exchange, the NYSE Exchange or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by 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 (ivvi) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales AgentThe Representative, the Forward Seller or the Forward Purchaser, as applicablein its absolute discretion, may terminate this Agreement, by notice to the CompanyTHL Entities, as hereinafter specified at any time at or prior to the Closing Time (i) if there has been, in the judgment of the Representative, 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 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, the Operating Partnership Company and their respective subsidiaries considered as one enterprise (including all of the Properties)its subsidiaries, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentative, impracticable or inadvisable to market proceed with the Securities completion of the offering or to enforce any contracts for the sale of the SecuritiesNotes, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission Commission, the Nasdaq Global Select Market or the NYSENew York Stock Exchange, or (y) if trading generally on the American NYSE Amex or the New York Stock Exchange, the NYSE Exchange or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authorityGovernmental Entity, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Underwriter may terminate this Agreement, by notice to the CompanyCompany and each Selling Shareholder, as hereinafter specified at any time at or prior to the Closing Time or, as applicable, the Additional 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, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserUnderwriter, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Initial Securities and Additional Securities, as the case may be, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSE, or (y) if trading generally on the American Stock Exchange, Exchange or the NYSE or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (iv) if a banking moratorium has been declared by either Federal federal or New York authorities.

Termination; General. Each of the Sales AgentThe Underwriters may, the Forward Seller or the Forward Purchaserwithout liability, as applicable, may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the Registration Statement, the Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries the Subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof thereof, any acts of terrorism involving the United States or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the sole judgment of the Sales Agent, the Forward Seller or the Forward PurchaserUnderwriters, impracticable or inadvisable to market the Securities or inadvisable to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSE, or (y) if trading generally on the American Stock Exchange, the NYSE or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (iv) if a banking moratorium has been declared by either Federal federal or New York authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Representatives may terminate this Agreement, by notice to the CompanyOperating Partnership, as hereinafter specified at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the date earlier of the respective dates as of which information is given in the ProspectusRegistration Statement, 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, the Operating Partnership and their respective subsidiaries the other Simon Entities considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis crisis, (C) a declaration by the United States of a national emergency or war, or (D) any change or development involving a prospective change in national or international political, financial financial, or economic conditions, in each case case, the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentatives, impracticable or inadvisable to market the Securities Notes or to enforce contracts for the sale of the SecuritiesNotes, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the New York Stock Exchange (the “NYSE”), or (y) if trading generally on the American Stock ExchangeNYSE, the NYSE or the Nasdaq Global Market or the NYSE Amex Equities or in the over-the-counter market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal Federal, New York, or New York Delaware authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the rating.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Representative may terminate this Agreement, by notice to the Company, as hereinafter specified at any time (i) if there has beenat or prior to the Closing Time if, since the time of execution of this Agreement or since the date respective dates as of which information is given in the Disclosure Package or the Prospectus, (i) there has occurred any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the Properties), whether or not arising in the ordinary course of businessMaterial Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or any other calamity or crisis crisis, or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentative, impracticable or inadvisable to market proceed with the completion of the offering of the Securities on the terms and in the manner contemplated in the Prospectus and the Disclosure Package or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or limited by the Commission or by the NYSENASDAQ Global Market, or (y) if trading generally on the American New York Stock Exchange, the NYSE Exchange or the Nasdaq NASDAQ Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (iv) a banking moratorium has been declared by the United States, New York, New Jersey or Pennsylvania authorities or a material disruption has occurred in commercial banking or securities settlement or clearance and clearances services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authoritiesStates.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Representative may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the preliminary prospectus, the Base Prospectus, any Prospectus Supplement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, including without limitation as a result of terrorist activities, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSENASDAQ, or (y) if trading generally on the American Stock Exchange, the NYSE Exchange or the Nasdaq Global Market New York Stock Exchange or the NASDAQ has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear Systems in Europe, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Underwriter may terminate this Underwriting Agreement, by notice to the CompanyCompany and the Selling Stockholders, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Underwriting Agreement or since the date respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective subsidiaries its subsidiary considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, including without limitation as a result of terrorist activities, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserUnderwriter, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSENASDAQ, or (y) if trading generally on the American New York Stock Exchange, the NYSE Exchange or the Nasdaq Global Market on NASDAQ has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear Systems in Europe, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Representatives may terminate this Agreement, by notice to the CompanyCompany and the Selling Stockholders, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, in the judgment of the Representatives, 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 or affecting any of the Properties or in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentatives, impracticable or inadvisable to market proceed with the Securities or to enforce contracts for the sale public offering of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange (other than in connection with an event described in (iv) below), or (yiv) if trading generally on the American NYSE Amex Equities or the New York Stock Exchange, the NYSE Exchange or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (ivvi) if a banking moratorium has been declared by either Federal or New York authorities.

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

Termination; General. Each of the Sales AgentThe Representatives may, the Forward Seller or the Forward Purchaserwithout liability, as applicable, may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the Registration Statement, the Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries the Subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof thereof, any acts of terrorism involving the United States or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the sole judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentatives, impracticable or inadvisable to market the Securities or inadvisable to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSE, or (y) if trading generally on the American Stock Exchange, the NYSE or in the Nasdaq Global 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 FINRA, or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (iv) if a banking moratorium has been declared by either Federal federal or New York authorities.

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

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Representatives may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the Properties), whether or not arising in the ordinary course of business, Material Adverse Effect or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSENasdaq National Market, or (y) if trading generally on the American New York Stock Exchange, the NYSE Exchange or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA National Association of Securities Dealers, Inc. (the “NASD”) or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Underwriter in its absolute discretion may terminate this AgreementAgreement without liability to the Company, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Date (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus (exclusive of any supplement thereto) or the Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Partnerships and their respective subsidiaries the Subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserUnderwriter, impracticable or inadvisable to market proceed with the Securities completion of the offering or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or (yiv) if trading generally on the American New York Stock Exchange, the NYSE Exchange or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by 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 (ivvi) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Representatives may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to Closing Time (or with respect to the obligation of the Underwriters to purchase the Option Shares upon exercise by the Underwriters of the option pursuant to Section 2(b) hereof, the applicable Date of Delivery) (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus or the Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, markets or any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionscrisis, in each case the effect of which is such as to make it, in the reasonable judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentatives, impracticable or inadvisable to market proceed with the Securities offering, sale or delivery of the Shares or to enforce contracts for the sale of the SecuritiesShares, or (iii) (x) if trading in the Securities securities of the Company has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or (y) if trading generally on the American Stock Exchange, the NYSE Exchange or the Nasdaq New York Stock Exchange or in the NASDAQ Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said the exchanges or by such system or by order of the Commission, the FINRA Financial Industry Regulatory Authority or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal or Federal, New York or Delaware authorities, or (v) there has occurred a material disruption in commercial banking or securities settlement or clearance services.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Underwriters may terminate this Agreement, by notice to the CompanyCompany and the Selling Stockholders, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus (exclusive of any amendment or supplement thereto), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective subsidiaries its Subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, including, without limitation, as a result of terrorist activities, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserUnderwriters, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or (y) if trading generally on the American Stock Exchange, the NYSE Exchange or the New York Stock Exchange or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales AgentThe Representatives may, the Forward Seller or the Forward Purchaserwithout liability, as applicable, may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the Registration Statement, the Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries the Subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof thereof, any acts of terrorism involving the United States or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the sole judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentatives, impracticable or inadvisable to market the Securities or inadvisable to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSE, or (y) if trading generally on the American Stock Exchange, the NYSE or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales AgentThe Representatives may, the Forward Seller or the Forward Purchaserwithout liability, as applicable, may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the Registration Statement, the Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries the Subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof thereof, any acts of terrorism involving the United States or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the sole judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentatives, impracticable or inadvisable to market the Securities or inadvisable to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSE, or (y) if trading generally on the American Stock Exchange, the NYSE or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (iv) if a banking moratorium has been declared by either Federal federal or New York authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, Xxxxxxx Xxxxx may terminate this Agreement, by notice to the CompanyCompany and the Selling Stockholders, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus (exclusive of any supplement thereto after the date hereof) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserXxxxxxx Xxxxx, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or (y) if trading generally on the American New York Stock Exchange, the NYSE or the Nasdaq Global Market Exchange has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA NASD or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Underwriter may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the Prospectus, any loss sustained by the Company by strike, fire, flood, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or any material adverse change in the condition, financial or otherwise, or in the earnings, results of operations, properties, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the Properties), whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentative, impracticable or inadvisable to market the Securities Senior Notes or to enforce contracts for the sale of the SecuritiesSenior Notes, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or (y) if trading generally on the American Stock Exchange, the NYSE Exchange or the New York Stock Exchange or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal or federal, New York or Oklahoma authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Representative may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the Preliminary Prospectus, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective subsidiaries its Subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if if, since the time of execution of this Agreement, there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, including without limitation as a result of terrorist activities, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSENASDAQ Global Market, or (y) if trading generally on the American Stock Exchange, the NYSE Exchange or the New York Stock Exchange or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA FINRA, or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear Systems in Europe, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Underwriter may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusGeneral Disclosure Package and the Prospectus (excluding any documents incorporated therein by reference pursuant to the 1934 Act after the execution of this Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserUnderwriter, impracticable or inadvisable to market the Securities Shares or to enforce contracts for the sale of the SecuritiesShares, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or (y) if trading generally on the American New York Stock Exchange, the NYSE or the Nasdaq Global Market Exchange has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges exchange or by such system or by order of the Commission, the FINRA NASD or any other governmental authorityauthority having jurisdiction, or (iv) if a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Representatives may terminate this Agreement, by notice to the Company, as hereinafter specified at any time on or prior to the Closing Date (and, if any Option Securities are to be purchased on an Option Closing Date which occurs after the Closing Date, the Representatives may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the Company, at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the Properties), whether or not arising in the ordinary course of businessMaterial 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, political financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSENasdaq National Market, or (y) if trading generally on the American Stock Exchange, Exchange or the NYSE or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Representative may terminate this Agreement, by notice to the CompanyCompany and the Selling Stockholders, as hereinafter specified at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof thereof, or act of terrorism, other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSENasdaq Global Market, or (y) if trading generally on the American Stock Exchange, Exchange or the NYSE New York Stock Exchange or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA NASD or any other governmental authority, or a material disruption in commercial banking or securities settlement, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales AgentThe Representative may, the Forward Seller or the Forward Purchaserwithout liability, as applicable, may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the Registration Statement, the Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries the Subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof thereof, any acts of terrorism involving the United States or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the sole judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentative, impracticable or inadvisable to market the Securities or inadvisable to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSE, or (y) if trading generally on the American Stock Exchange, the NYSE or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Underwriters may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time (i) if if, in the judgment of the Underwriters, there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus (exclusive of any supplement thereto) or General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective subsidiaries its Subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or LA_LAN01:357581.5 development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserUnderwriters, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or (y) if trading generally on the American New York Stock Exchange, the NYSE Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges such exchange or by such system or by order of the Commission, the FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales AgentThe Representatives may, the Forward Seller or the Forward Purchaserwithout liability, as applicable, may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the Registration Statement, the Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries the Subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of new hostilities or escalation thereof of existing hostilities, any acts of terrorism involving the United States or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the sole judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentatives, impracticable or inadvisable to market the Securities or inadvisable to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSE, or (y) if trading generally on the American Stock Exchange, the NYSE or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Representative may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the applicable Closing Time (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the ProspectusPreliminary Offering Memorandum, the Disclosure Package or the Final Offering Memorandum (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or (y) if trading generally on the American Stock Exchange, the NYSE Exchange or the Nasdaq Global Market New York Stock Exchange or in the NASDAQ System has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Representative may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time, or if applicable, the additional time of purchase (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the preliminary prospectus, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsXxxxxx Xxxxxx, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, including without limitation as a result of terrorist activities, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSE, or (y) if trading generally on the American Stock Exchange, NYSE MKT LLC or the NYSE or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA Financial Industry Regulatory Authority, Inc. or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear Systems in Europe, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Underwriters may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to Closing Time or any relevant Date of Delivery, if (i1) 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 or amendment pursuant to Section 3(e) of this Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii2) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof thereof, declaration of war or national emergency, or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserUnderwriters, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii3) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or (y) if trading generally on the American Stock Exchange, the NYSE Exchange or the New York Stock Exchange or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (iv4) if a banking moratorium has been declared by either Federal or New York authorities.

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

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

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Underwriter may terminate this Agreement, by notice to the Company, as hereinafter specified at any time (i) if there has beenat or prior to the Closing Time if, since the time of execution of this Agreement or since the date respective dates as of which information is given in the Disclosure Package or the Prospectus, (i) there has occurred any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the Properties), whether or not arising in the ordinary course of businessMaterial Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or any other calamity or crisis crisis, or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of the Sales Agent, the Forward Seller or the Forward PurchaserUnderwriter, impracticable or inadvisable to market proceed with the completion of the offering of the Securities on the terms and in the manner contemplated in the Prospectus and the Disclosure Package or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or limited by the Commission or by the NYSENASDAQ Global Market, or (y) if trading generally on the American New York Stock Exchange, the NYSE Exchange or the Nasdaq NASDAQ Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (iv) a banking moratorium has been declared by the United States, New York, New Jersey or Pennsylvania authorities or a material disruption has occurred in commercial banking or securities settlement or clearance and clearances services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authoritiesStates.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Representative(s) may terminate this Agreement, by written notice to the Company, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, in the judgment of the Representatives, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentative(s), impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSE, or (y) if trading generally on the American Stock Exchange, NYSE Amex Equities or the NYSE or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA Financial Industry Regulatory Authority, Inc. or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Underwriter may terminate this Underwriting Agreement, by notice to the CompanyCompany and the Selling Shareholders, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Underwriting Agreement or since the date respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, including without limitation as a result of terrorist activities, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserUnderwriter, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSENASDAQ, or (y) if trading generally on the American New York Stock Exchange, the NYSE Exchange or the Nasdaq Global Market on NASDAQ has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear Systems in Europe, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Representatives may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the ProspectusDisclosure Package or the Final Offering Memorandum (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentatives, impracticable or inadvisable to market proceed with the offering, sale or delivery of the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSECommission, or (y) if trading generally on the American New York Stock Exchange, Exchange or in the NYSE or the Nasdaq Global Market NASDAQ System has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Representatives may terminate this Agreement, by notice to the CompanyTrust and the Guarantor, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, Trust or the Operating Partnership Guarantor and their respective the subsidiaries of the Guarantor considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Guarantor has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or (y) if trading generally on the American Stock Exchange, Exchange or the NYSE New York Stock Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA Financial Industry Regulatory Authority or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Representatives may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the Registration Statement, the preliminary prospectus, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, including without limitation as a result of terrorist activities, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSENYSE Amex, or (y) if trading generally on the American New York Stock Exchange, the NYSE Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear Systems in Europe, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Representative may terminate this Agreement, by notice to the CompanyCompany and the Guarantors, as hereinafter specified at any time at or prior to the Closing Date (i) if there has been, since the time of execution of this Agreement Applicable Time or since the date as of which information is given in the ProspectusDisclosure Package or the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentative, impracticable or inadvisable to market proceed with the offering, sale or delivery of the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the New York Stock Exchange (“NYSE”), or (y) if trading generally on the American Stock Exchange, the NYSE or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum PLDOCS01/88361.2A26 prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

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

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Repre­sentatives may terminate this Agreement, by notice to the CompanyCompany and the Selling Shareholder, as hereinafter specified at any time at or prior to Closing Time or at any time prior to the Date of Delivery, in the case of Option Securities, (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 affairs, business prospects or properties of the Company, the Operating Partnership Company and their respective subsidiaries its Subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSEThe Nasdaq National Market, or (y) if trading generally on the American Stock Exchange, the NYSE Exchange or the New York Stock Exchange or in The Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Representatives may terminate this Agreement, by notice to the CompanyCompany and the Selling Stockholders, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, in the judgment of the Representatives, 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 or affecting any of the Properties or in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentatives, impracticable or inadvisable to market proceed with the Securities or to enforce contracts for the sale public offering of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSENYSE (other than in connection with an event described in (iv) below), or (yiv) if trading generally on the American Stock Exchange, NYSE Amex Equities or the NYSE or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (v) 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 (ivvi) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Placement Agent may terminate this Agreement, by notice to the CompanyOfferors, as hereinafter specified at any time (i) if there has beenon or prior to the Closing Date if, since the time of execution of this Agreement or or, in the case of (i), since the date respective dates as of which information is given in the Prospectus1934 Act Reports, (i) there has occurred any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the Properties), whether or not arising in the ordinary course of businessMaterial Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or any other calamity or crisis crisis, or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Placement Agent, the Forward Seller or the Forward Purchaser, impracticable or inadvisable to market the Capital Securities or to enforce contracts for the sale of the Capital Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or limited by the Commission or the NYSEany stock exchange or market on or in which such securities are traded or quoted, or (y) if trading generally on the American Stock Exchange, the NYSE or New York Stock Exchange, the Nasdaq Global National Market or any stock exchange on which any of the Company's securities are traded has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA National Association of Securities Dealers or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal or United States federal, Delaware, New York authoritiesor Bermuda authorities or (v) a change or development involving a prospective change in Bermuda taxation has occurred affecting the Company, the Trust, the Purchaser, the Subordinated Debt Securities, the Capital Securities or transfers thereof.

Termination; General. Each of This Agreement may be terminated by the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, may terminate this AgreementRepresentative, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time, (i) if in the sole judgment of the Representative 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 condition, financial or otherwise, or in the earnings, business affairs affairs, business prospects, management, assets or business prospects properties of the CompanyCompany and its Subsidiaries, the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the sole judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or (y) if trading generally on the American New York Stock Exchange, the NYSE Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of This Agreement may be terminated by the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, may terminate this AgreementRepresentatives, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time, (i) if in the sole judgment of the Representatives there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs affairs, business prospects, management, assets or business prospects properties of the CompanyCompany and its Subsidiaries, the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the sole judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or (y) if trading generally on the American New York Stock Exchange, the NYSE Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Initial Purchaser may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the applicable Delivery Date if (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 ProspectusDisclosure Package or the Final Offering Memorandum (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, Company and the Operating Partnership and their respective subsidiaries Subsidiary considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward Initial Purchaser, impracticable or inadvisable to market the Securities Notes or to enforce contracts for the sale of the SecuritiesNotes, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSENasdaq, or (y) if trading generally on the American Stock Exchange, the NYSE Exchange or the New York Stock Exchange or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Representative may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the Registration Statement, the preliminary prospectus, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, including without limitation as a result of terrorist activities, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or (y) if trading generally on the American New York Stock Exchange, the NYSE Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear Systems in Europe, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

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

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Underwriters may terminate this AgreementAgreement in their absolute discretion, by notice to the CompanyCompany and the Selling Stockholder, as hereinafter specified at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus (exclusive of any supplement thereto) or General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserUnderwriters, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSE, or (y) if trading generally on the American Stock Exchange, the NYSE or the Nasdaq NASDAQ Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The U.S. Representatives may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectuses, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the Properties), whether or not arising in the ordinary course of business, or any such adverse change with respect to the Partnership, the Manager, or the Lessee which is material in the context of the transactions contemplated by this Agreement, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserU.S. Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or (y) if trading generally on the American Stock Exchange, the NYSE Exchange or the New York Stock Exchange or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Representative may terminate this Agreement, by notice to the CompanyCompany and the Guarantors, as hereinafter specified at any time at or prior to the Closing Date (i) if there has been, since the time of execution of this Agreement Applicable Time or since the date as of which information is given in the ProspectusDisclosure Package or the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentative, impracticable or inadvisable to market proceed with the offering, sale or delivery of the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the New York Stock Exchange (“NYSE”), or (y) if trading generally on the American Stock Exchange, the NYSE or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement ​ or clearance services in the United States or in Europe, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Representatives may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the ProspectusPreliminary Offering Memorandum, the Disclosure Package or the Final Offering Memorandum (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, Securities or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSE, or (y) if trading generally on the American New York Stock Exchange, Exchange or in the NYSE or the Nasdaq NASDAQ Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA Financial Industry Regulatory Authority or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Representatives may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the Registration Statement, the preliminary prospectus, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, including without limitation as a result of terrorist activities, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or (y) if trading generally on the American New York Stock Exchange, the NYSE Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear Systems in Europe, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales AgentThe Representatives, the Forward Seller or the Forward Purchaser, as applicablein their absolute discretion, may terminate this Agreement, by notice to the CompanyTHL Entities, as hereinafter specified at any time at or prior to the Closing Time (i) if there has been, in the judgment of the 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 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, the Operating Partnership Company and their respective subsidiaries considered as one enterprise (including all of the Properties)its subsidiaries, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentatives, impracticable or inadvisable to market proceed with the Securities completion of the offering or to enforce any contracts for the sale of the SecuritiesNotes, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission Commission, the Nasdaq Global Select Market or the NYSENew York Stock Exchange, or (y) if trading generally on the American NYSE Amex or the New York Stock Exchange, the NYSE Exchange or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authorityGovernmental Entity, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales AgentThe Underwriter may, the Forward Seller or the Forward Purchaserwithout liability, as applicable, may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the Registration Statement, the Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries the Subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof thereof, any acts of terrorism involving the United States or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the sole judgment of the Sales Agent, the Forward Seller or the Forward PurchaserUnderwriter, impracticable or inadvisable to market the Securities or inadvisable to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSE, or (y) if trading generally on the American Stock Exchange, the NYSE or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (iv) if a banking moratorium has been declared by either Federal federal or New York authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Representatives may terminate this Agreement, by notice to the Company, as hereinafter specified the Bank and the Selling Shareholders, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the preliminary prospectus and the Prospectus, any material adverse change Material Adverse Effect in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, Company and the Operating Partnership and their respective subsidiaries Subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, ; or (ii) if there has occurred any material adverse change Material Adverse Effect 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 reasonable judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, ; or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSENasdaq Global Market, or (y) if trading generally on the American Stock Exchange, Exchange or the NYSE New York Stock Exchange or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA NASD or any other governmental authority, ; or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear Systems in Europe, ; or (ivv) if a banking moratorium has been declared by either Federal Federal, Texas or New York Florida authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, may terminate the right of the Company to effect any Issuances or Forwards under this Agreement, in its sole discretion, by notice to the Company, as hereinafter specified at any time (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward Purchaser, impracticable or inadvisable to market the Securities Shares or to enforce contracts for the sale of the SecuritiesShares, or (iii) (x) if trading in the Securities Shares has been suspended or materially limited by the Commission or the NYSE, or (yiv) if trading generally on the American Stock Exchange, the NYSE or the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. Each of the Sales Agent, the Forward Seller or the Forward Purchaser, as applicable, The Representative may terminate this Agreement, by notice to the CompanyCompany and the Selling Shareholder, as hereinafter specified at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or act of terrorism or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Agent, the Forward Seller or the Forward PurchaserRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Securities Company has been suspended or materially limited by the Commission or the NYSENasdaq Global Market, or (y) if trading generally on the American Stock Exchange, Exchange or the NYSE New York Stock Exchange or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA NASD or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

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