Common use of Termination of this Agreement Clause in Contracts

Termination of this Agreement. On or after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated by the Lead Managers by notice given to the Transaction Parties if at any time (i) trading or quotation in any Transaction Party’s securities shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Issuer to any Underwriter, except that the Transaction Parties shall be obligated to reimburse the expenses of the Underwriters pursuant to Section 4 and Section 6 hereof, (b) any Underwriter to any Transaction Party, or (c) of any party hereto to any other party, except that the provisions of Section 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated by the Lead Managers Representatives by notice given to the Transaction Parties Issuer if at any time (i) trading or quotation in any Transaction Partyof the Issuer’s securities shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, Representatives there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in EuropeStates. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Issuer to any Underwriter, except that the Transaction Parties Issuer shall be obligated to reimburse the expenses of the Underwriters pursuant to Section Sections 4 and Section 6 hereof, (b) any Underwriter to any Transaction Partythe Issuer, or (c) of any party hereto to any other party, party except that the provisions of Section 9 8 and Section 10 hereof 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated by the Lead Managers by notice given to the Transaction Parties Parent Guarantor and the Issuer if at any time (i) trading or quotation in any Transaction Partyof the Parent Guarantor’s or the Issuer’s securities shall have been suspended or limited by the Commission or by the NYSENew York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, Managers there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Issuer to any Underwriter, except that the Transaction Parties Parent Guarantor and the Issuer shall be obligated to reimburse the expenses of the Underwriters pursuant to Section Sections 4 and Section 6 hereof, (b) any Underwriter to any Transaction Partythe Parent Guarantor or the Issuer, or (c) of any party hereto to any other party, party except that the provisions of Section 9 8 and Section 10 hereof 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Representatives by notice given to the Transaction Parties Company if at any time (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission or by the NYSEany exchange or in any over-the-counter market, or trading in securities generally on either the New York Stock Exchange, the American Stock Exchange, the Nasdaq Stock Market Global Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the NYSE Chicago Board of Trade, shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, Representatives there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in EuropeStates. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Issuer any party to any Underwriter, other party except that the Transaction Parties shall be obligated to reimburse the expenses of the Underwriters pursuant to Section as provided in Sections 4 and Section 6 hereof, (b) any Underwriter to any Transaction Partyand provided further that Sections 4, or (c) of any party hereto to any other party6, except that the provisions of Section 9 8, 9, 17 and Section 10 18 hereof shall at all times be effective and shall survive such terminationtermination and remain in full force and effect.

Termination of this Agreement. On or after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated by the Lead Managers Representatives by notice given to the Transaction Parties Company if at any time (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission or by the NYSENew York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, Representatives there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in EuropeStates. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Issuer Company to any Underwriter, except that the Transaction Parties Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Section Sections 4 and Section 6 hereof, (b) any Underwriter to any Transaction Partythe Company, or (c) of any party hereto to any other party, party except that the provisions of Section 9 8 and Section 10 hereof 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated by the Lead Managers Representatives by notice given to the Transaction Parties Company if at any time (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission or by the NYSENew York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Notes in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, Representatives there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in EuropeStates. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Issuer Company to any Underwriter, except that the Transaction Parties Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 and Section 6 hereof, (b) any Underwriter to any Transaction Partythe Company, or (c) of any party hereto to any other party, party except that the provisions of Section 9 8 and Section 10 hereof 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, Date this Agreement may be terminated by the Lead Managers Underwriters by notice given to the Transaction Parties Company if at any time (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission or by the NYSEAmerican Stock Exchange, or trading in securities generally on either the Nasdaq New York Stock Market Exchange or the NYSE American Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal or New York authoritiesauthorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Underwriters is material and adverse and makes it impracticable or inadvisable to market the Securities Units in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; , or (iv) there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the judgment of Disclosure Package or the Lead ManagersProspectus, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Issuer Company to any Underwriter, except that upon a termination pursuant to clause (iv) of this Section, the Transaction Parties Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Section Sections 4 and Section 6 hereof, hereof or (b) any Underwriter to any Transaction Party, or (c) of any party hereto to any other party, except that the provisions of Section 9 and Section 10 hereof shall at all times be effective and shall survive such terminationCompany.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, Date this Agreement may be terminated by the Lead Managers Representative by notice given to the Transaction Parties Issuers if at any time (i) trading or quotation in any Transaction Party’s of the Issuers’ securities shall have been suspended or limited by the Commission or by the NYSE, or Nasdaq Global Market; (ii) trading in securities generally on either the New York Stock Exchange or the Nasdaq Stock Global Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authoritiesauthorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iiiiv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Representative is material and adverse and makes it impracticable or inadvisable to market the Securities Notes in the manner and on the terms described in the Disclosure Package and or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Issuer Issuers or the Operating Partnership to any Underwriter, except that the Transaction Parties Issuers and the Operating Partnership shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 Sections 5, 7, 8 and Section 6 hereof, 9 hereof or (b) any Underwriter to any Transaction Party, or (c) of any party hereto to any other party, except that the provisions of Section 9 Issuers and Section 10 hereof shall at all times be effective and shall survive such terminationthe Operating Partnership.

Termination of this Agreement. On or after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated by the Lead Managers Representatives by notice given to the Transaction Parties Parent Guarantor and the Issuer if at any time (i) trading or quotation in any Transaction Partyof the Parent Guarantor’s or the Issuer’s securities shall have been suspended or limited by the Commission or by the NYSENew York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, Representatives there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in EuropeStates. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Issuer to any Underwriter, except that the Transaction Parties Parent Guarantor and the Issuer shall be obligated to reimburse the expenses of the Underwriters pursuant to Section Sections 4 and Section 6 hereof, (b) any Underwriter to any Transaction Partythe Parent Guarantor or the Issuer, or (c) of any party hereto to any other party, party except that the provisions of Section 9 8 and Section 10 hereof 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On Prior to the First Closing Date and, with respect to the Option Shares, each Subsequent Closing Date, whether before or after notification by the Initial Sale Time and prior Commission to the Closing DateCompany of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Lead Managers Representative by notice given to the Transaction Parties Company if at any time (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission or by the NYSENASDAQ Stock Market, Inc. or trading in securities generally on either the Nasdaq NASDAQ Stock Market Market, Inc. or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or State of New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions that, as in the judgment of the Lead Managers Representative is material and adverse and makes it impracticable or inadvisable to market the Securities Shares in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; securities or (iv) in the judgment of the Lead Managers, Representative there shall have occurred any Material Adverse Change; or Change (v) there regardless of whether any loss associated with such Material Adverse Change shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europebeen insured). Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Issuer Company to any Underwriterthe Underwriters, except that the Transaction Parties Company shall be obligated to reimburse the actual out-of-pocket accountable expenses of the Underwriters pursuant to Section Sections 4 and Section 6 hereof, (b) any Underwriter to any Transaction Party, the Company or (c) of any party hereto to any other party, party except that the provisions of Section 9 8 and Section 10 hereof 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, Date this Agreement may be terminated by the Lead Managers Representatives by notice given to the Transaction Parties Entities if at any time (i) there has been, since the time of execution of this Agreement or since the date as of which information is given in the Registration Statement, Prospectus or Disclosure Package, any Material Adverse Change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Transaction Entities and their subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, (ii) trading or quotation in any of the Transaction Party’s Entities’ securities shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission Commission, FINRA or FINRAany other governmental authority; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authoritiesauthorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iiiiv) 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 (v) there shall have occurred any outbreak or escalation of national or international hostilities or declaration of a national emergency or war by the United States or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Issuer any Transaction Entity to any Underwriter, except except, upon termination pursuant to clause (i) only, that the Transaction Parties Entities shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 and Section 6 hereof, hereof or (b) any Underwriter to any Transaction Party, or (c) of any party hereto to any other party, except that the provisions of Section 9 and Section 10 hereof shall at all times be effective and shall survive such terminationEntity.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Representatives by notice given to the Transaction Parties Company if at any time (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) there shall have occurred a material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries considered as one entity; (iii) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission Commission, FINRA or FINRAthe NYSE; (iiiv) a general banking moratorium shall have been declared by any of federal or New York authoritiesauthorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; or (iiiv) there shall have occurred any outbreak or escalation of national or international hostilities or declaration of a national emergency or war by the United States or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Notes in the manner and on the terms described in the Disclosure Package and or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 10 shall be without liability on the part of (a) the Issuer Company to any Underwriter, except that the Transaction Parties Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 and Section 6 hereof, hereof for any termination pursuant to clause (ii) above or (b) any Underwriter to any Transaction Party, or (c) of any party hereto to any other party, except that the provisions of Section 9 and Section 10 hereof shall at all times be effective and shall survive such terminationCompany.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Underwriters by notice given to the Transaction Parties Company or the Guarantor if at any time (i) trading or quotation in any Transaction Partyof the Company’s or the Guarantor’s securities shall have been suspended or limited by the Commission Commission, the SIX Swiss Exchange or by the NYSENew York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market Market, the New York Stock Exchange or the NYSE SIX Swiss Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of Swiss, United States federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving Switzerland, the United States, or any change in the United States States, Swiss or international financial markets, or any substantial change or development involving a prospective substantial change in Swiss, United States’ States or international political, financial or economic conditions, as in the reasonable judgment of the Lead Managers Underwriters is material and adverse and makes it impracticable or inadvisable to market the Securities Notes in the manner and on the terms described in the Disclosure Package and or the Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Lead Managers, Underwriters there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to jurisdictions where the Clearstream or Euroclear systems in EuropeNotes are offered. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Issuer any party to any Underwriter, other party except that the Transaction Parties shall be obligated to reimburse the expenses of the Underwriters pursuant to Section as provided in Sections 4 and Section 6 hereof, (b) any Underwriter to any Transaction Partyand provided further that Sections 4, or (c) of any party hereto to any other party6, except that the provisions of Section 8, 9 and Section 10 hereof shall at all times be effective and 17 shall survive such terminationtermination and remain in full force and effect.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, Date this Agreement may be terminated by the Lead Managers Representative by notice given to the Transaction Parties Company if at any time (i) trading or quotation in any Transaction Partyof the Company’s or Guarantor’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (“NYSE”), or (ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAFINRA or on such stock exchange; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authoritiesauthorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iiiiv) in the judgment of the Representative there shall have occurred any Material Adverse Change or (v) there shall have occurred any outbreak or escalation of national or international hostilities or declaration of a national emergency or war by the United States or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the offering, sale and delivery of the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Issuer Company and the Guarantor to any UnderwriterInitial Purchaser, except that the Transaction Parties Company and Guarantor shall be obligated to reimburse the expenses of the Underwriters pursuant to Section Representative and the Initial Purchasers as provided in Sections 4 and Section 6 hereof, (b) any Underwriter Initial Purchaser to any Transaction Partythe Company or the Guarantor, or (c) of any party hereto to any other party, party except that the provisions of Section Sections 8 and 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or From and after the Initial Sale Time date hereof and prior to the Closing Date, this Agreement may be terminated by the Lead Managers Representative by notice given to the Transaction Parties Company if at any time time: (i) (a) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or materially limited by the Commission or by the NYSE, or (b) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the offering, sale or delivery of the Securities on the Closing Date in the manner and on the terms described in the Pricing Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, Representative there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 10 shall be without liability on the part of (ai) the Issuer Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Transaction Parties Company and the Guarantors shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Section Sections 4 and Section 6 hereof, (bii) any Underwriter Initial Purchaser to any Transaction Partythe Company, or (ciii) of any party hereto to any other party, party except that the provisions of Section Sections 8 and 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Lead Managers Representative by notice given to the Transaction Parties Company if at any time time: (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission or by the NYSENasdaq, or trading in securities generally on either any of the Nasdaq Nasdaq, the New York Stock Market Exchange or the NYSE Tel Aviv Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York or Israeli authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the sole judgment of the Lead Managers Representative is material and adverse and makes it impracticable or inadvisable to market the Securities Offered Shares in the manner and on the terms described in the Disclosure Package and Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the sole judgment of the Lead Managers, Representative there shall have occurred any Material Adverse Changematerial adverse change, or any development or event involving a prospective material adverse change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (v) there the Company shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States sole judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or with respect to the Clearstream or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 12 shall be without liability on the part of (aA) the Issuer Company to any Underwriter, except that the Transaction Parties Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 and or Section 6 hereof, 7 hereof or (bB) any Underwriter to any Transaction Partythe Company; provided, or (c) of any party hereto to any other partyhowever, except that the provisions of Section 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Representatives by notice given to the Transaction Parties Company if at any time time: (i) (x) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission on any exchange or by the NYSE, in any over-the-counter market or (y) trading in securities generally on either the Nasdaq Stock Market Market, the NYSE, the London Stock Exchange or the NYSE Luxembourg Exchange or the over-the-counter market shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal U.S. federal, New York, Delaware or New York authoritiesUnited Kingdom government or regulatory authorities or other authorities in the European Union; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any international or national crisis or calamity involving the United Statescalamity, or any change or development involving a prospective change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as that in the judgment of the Lead Managers Representatives is material and adverse and makes it impracticable or inadvisable to market proceed with the offering, sale or delivery of the Securities in the manner and on the terms described in the Disclosure Package and or the Prospectus or to enforce contracts for the sale of securities; securities or (iv) in the judgment of the Lead Managers, Representatives there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 9 shall be without liability on the part of (ai) the Issuer Company or any Guarantor to any Underwriter, except that the Transaction Parties Company and the Guarantors shall be obligated to reimburse the expenses of the Underwriters pursuant to Section the extent required by Sections 4 and Section 6 hereof, (bii) any Underwriter to any Transaction Partythe Company, or (ciii) of any party hereto to any other party, party except that the provisions of Section 9 Sections 7 and Section 10 8 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On Prior to the First Closing Date and, with respect to Option Units, each Subsequent Closing Date, whether before or after notification by the Initial Sale Time and prior Commission to the Closing DateCompany of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Lead Managers Representative by notice given to the Transaction Parties Company if at any time (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission or by the NYSEAmerican Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market Market, the American Stock Exchange or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAthe Financial Industry Regulatory Authority; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions that, as in the judgment of the Lead Managers Representative is material and adverse and makes it impracticable or inadvisable to market the Securities Units in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Lead Managers, Representative there shall have occurred any Material Adverse Change; or Change (v) there regardless of whether any loss associated with such Material Adverse Change shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europebeen insured). Any termination pursuant to this Section 12 11 shall be without liability on the part of (ai) the Issuer Company to any Underwriter, except that the Transaction Parties Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section Sections 4 and Section 6 hereof, (bii) any Underwriter to any Transaction Partythe Company, or (ciii) of any party hereto to any other party, party except that the provisions of Section 9 8 and Section 10 hereof 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, Date this Agreement may be terminated by the Lead Managers Representative by notice given to the Transaction Parties Issuers if at any time (i) trading or quotation in any Transaction Party’s of the Issuers’ securities shall have been suspended or limited by the Commission or by the NYSE, or any exchange on which such securities are listed; (ii) trading in securities generally on either the New York Stock Exchange or the Nasdaq Stock Market or the NYSE Market, Inc. shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authoritiesauthorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iiiiv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international politicalinternational, financial or economic conditions, as in the judgment of the Lead Managers Representative is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Issuer Issuers or any Guarantor to any Underwriter, except that the Transaction Parties Issuers shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 Sections 5 (in the event this Agreement is terminated pursuant to clause (i) or (iv) above), 7, 8 and Section 6 hereof, 9 hereof or (b) any Underwriter to any Transaction Party, or (c) of any party hereto to any other party, except that the provisions of Section 9 and Section 10 hereof shall at all times be effective and shall survive such terminationIssuers.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by Joint Book-Running Managers, on behalf of the Lead Managers Initial Purchasers, by notice given to the Transaction Parties Company if at any time time: (i) trading or quotation in any Transaction Party’s of the Company's securities shall have been suspended or limited by the Commission or by the NYSENew York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any national or international crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States’ ' or international political, financial or economic conditions, as in the judgment of the Lead Joint Book-Running Managers is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus Offering Circular or to enforce contracts for the sale of securities; or (iv) in since the judgment date of the Lead ManagersOffering Circular, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services Change which in the United States or with respect judgment of the Joint Book-Running Managers makes it impracticable to market the Clearstream or Euroclear systems Securities in Europethe manner and on the terms described in the Offering Circular. Any termination pursuant to this Section 12 10 shall be without liability on the part of (ai) the Issuer Company to any UnderwriterInitial Purchaser, except that the Transaction Parties Company shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Section Sections 4 and Section 6 hereof, (bii) any Underwriter Initial Purchaser to any Transaction Party, the Company or (ciii) of any party hereto to any other party, party except that the provisions of Section 9 8 and Section 10 hereof 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated by the Lead Managers Representatives by notice given to the Transaction Parties Issuer if at any time (i) trading or quotation in any Transaction Partyof the Issuer’s securities shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of Canadian, U.S. federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package Package, the Prospectus and the Prospectus Canadian Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, Representatives there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in EuropeStates. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Issuer to any Underwriter, except that the Transaction Parties Issuer shall be obligated to reimburse the expenses of the Underwriters pursuant to Section Sections 4 and Section 6 hereof, (b) any Underwriter to any Transaction Partythe Issuer, or (c) of any party hereto to any other party, party except that the provisions of Section 9 8 and Section 10 hereof 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Representatives by notice given to the Transaction Parties Issuers if at any time time: (i) trading or quotation in any Transaction Partyof the Partnership’s securities shall have been suspended or materially limited by the Commission or by the NYSENASDAQ Global Select Market, or trading in securities generally on either the Nasdaq Stock NASDAQ Global Select Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by the Commission or FINRAthe Financial Industry Regulatory Authority; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ States or international political, financial or economic conditions, as in the judgment of the Lead Managers Representatives is material and adverse and makes as to make it impracticable or inadvisable to market proceed with the placement of the Securities with the Subsequent Purchasers in the manner and on the terms described contemplated in the Pricing Disclosure Package and the Prospectus Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 10 shall be without liability on the part of (ai) the either Issuer or any Guarantor to any UnderwriterInitial Purchaser, except that the Transaction Parties Issuers and the Guarantors shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Section Sections 4 and Section 6 hereof, (bii) any Underwriter Initial Purchaser to any Transaction Partythe Issuers, or (ciii) of any party hereto to any other party, party except that the provisions of Section Sections 8 and 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Representative by notice given to the Transaction Parties Company if at any time (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) there shall have occurred a material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries considered as one entity; (iii) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission Commission, FINRA or FINRAthe NYSE; (iiiv) a general banking moratorium shall have been declared by any of federal or New York authoritiesauthorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; or (iiiv) there shall have occurred any outbreak or escalation of national or international hostilities or declaration of a national emergency or war by the United States or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Representative is material and adverse and makes it impracticable or inadvisable to market the Securities Notes in the manner and on the terms described in the Disclosure Package and or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 10 shall be without liability on the part of (a) the Issuer Company to any Underwriter, except that the Transaction Parties Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section Sections 4 and Section 6 hereof, hereof for any termination pursuant to clause (ii) above or (b) any Underwriter to any Transaction Party, or (c) of any party hereto to any other party, except that the provisions of Section 9 and Section 10 hereof shall at all times be effective and shall survive such terminationCompany.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, Date this Agreement may be terminated by the Lead Managers Representatives by notice given to the Transaction Parties Company if at any time (i) there has been, since the time of execution of this Agreement or since the date as of which information is given in the Registration Statement or Disclosure Package, any Material Adverse Change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, (ii) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authoritiesauthorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; or (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or declaration of a national emergency or war by the United States or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Shares in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Issuer Company to any Underwriter, except except, upon termination pursuant to clause (i) only, that the Transaction Parties Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 and Section 6 hereof, hereof or (b) any Underwriter to any Transaction Party, or (c) of any party hereto to any other party, except that the provisions of Section 9 and Section 10 hereof shall at all times be effective and shall survive such terminationCompany.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Xxxxxxx Xxxxx by notice given to the Transaction Parties Sunoco if at any time time: (a) (i) trading or quotation in any Transaction Partyof Sunoco’s securities shall have been suspended or limited by the Commission or by the The New York Stock Exchange (“NYSE”), or (ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by the Commission or FINRA; (iib) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware State authorities; (iiic) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Xxxxxxx Xxxxx is material and adverse and makes it impracticable or inadvisable to market proceed with the offering sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in EuropeSecurities. Any termination pursuant to this Section 12 10 shall be without liability on the part of (ai) the Issuer Partnership Parties to any UnderwriterInitial Purchaser, except that the Transaction Partnership Parties shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Section Sections 4 and Section 6 hereof, (bii) any Underwriter Initial Purchaser to any Transaction Partythe Partnership Parties, or (ciii) of any party hereto to any other party, party except that the provisions of Section Sections 8 and 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Lead Managers Jefferies, Stifel and Xxxxxx Xxxxxxxxxx by notice given to the Transaction Parties Company if at any time time: (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission or by the NYSENasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York or Massachusetts authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Jefferies, Stifel and Cantor Xxxxxxxxxx is material and adverse and makes it impracticable or inadvisable to market the Securities Offered Shares in the manner and on the terms described in the Disclosure Package and Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead ManagersJefferies, Stifel and Cantor Xxxxxxxxxx there shall have occurred any Material Adverse Change; or (v) there the Company shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States judgment of Jefferies, Stifel and Cantor Xxxxxxxxxx may interfere materially with the conduct of the business and operations of the Company regardless of whether or with respect to the Clearstream or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Issuer Company to any Underwriter, except that the Transaction Parties Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 and or Section 6 hereof, 7 hereof or (b) any Underwriter to any Transaction Partythe Company; provided, or (c) of any party hereto to any other partyhowever, except that the provisions of Section 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Representative by notice given to the Transaction Parties Issuers if at any time time: (i) trading or quotation in any Transaction Partyof Parent’s securities shall have been suspended or limited by the Commission or by the NYSE, Nasdaq Stock Market or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York State authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) there shall have occurred any outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iii), (iv) or (v) in the judgment of the Representative is material and adverse and makes it impracticable or inadvisable to proceed with respect to the Clearstream offering, sale or Euroclear systems delivery of the Securities in Europethe manner and on the terms described in the Pricing Disclosure Package. Any termination pursuant to this Section 12 10 shall be without liability on the part of (ai) the any Issuer or any Guarantor to any UnderwriterInitial Purchaser, except that the Transaction Parties Issuers and the Guarantors shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Section Sections 4 and Section 6 hereof, (bii) any Underwriter Initial Purchaser to any Transaction Partythe Issuers, or (ciii) of any party hereto to any other party, party except that the provisions of Section Sections 8 and 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Representatives by notice given to the Transaction Parties Parent Guarantor if at any time time: (i) trading or quotation in any Transaction Partyof the Parent Guarantor’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE, or ”); (ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Representatives is material and adverse and makes it impracticable or inadvisable to market proceed with the offering sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (ivv) in the judgment of the Lead Managers, Representatives there shall have occurred any event or development that would result in a Material Adverse Change; or (vvi) there the Partnership Parties shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States judgment of the Representatives may interfere materially with the conduct of the business and operations of the Partnership Parties regardless of whether or with respect to the Clearstream or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 12 10 shall be without liability on the part of (ai) the Issuer Partnership Parties to any UnderwriterInitial Purchaser, except that the Transaction Partnership Parties shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Section Sections 4 and Section 6 hereof, (bii) any Underwriter Initial Purchaser to any Transaction Partythe Partnership Parties, or (ciii) of any party hereto to any other party, party except that the provisions of Section Sections 8 and 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Representatives by notice given to the Transaction Parties Company if at any time (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or materially limited by the Commission or by the NYSE, or NASDAQ Global Select Market; (ii) trading in securities generally on either the Nasdaq Stock Market Market, the New York Stock Exchange or the NYSE NASDAQ Global Select Market shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United States, or any substantial change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the reasonable judgment of the Lead Managers Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Notes in the manner and on the terms described in the Disclosure Package and or the Prospectus or to enforce contracts for the sale of securities; (ivv) in the judgment of the Lead Managers, Representatives there shall have occurred any Material Adverse Change; or (vvi) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services that in the United States reasonable judgment of the Representatives is material and adverse and makes it impracticable or with respect inadvisable to enforce contracts for the Clearstream or Euroclear systems in Europesale of securities. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Issuer to any Underwriter, except that the Transaction Parties shall be obligated to reimburse the expenses of the Underwriters pursuant to Section 4 and Section 6 hereof, (b) any Underwriter to any Transaction Party, or (c) of any party hereto to any other partyparty except as provided in Sections 4 and 6 hereof; provided that Sections 4, except that the provisions of Section 6, 8, 9 and Section 10 hereof shall at all times be effective and 17 shall survive such terminationtermination and remain in full force and effect.

Termination of this Agreement. On or after the Initial Sale Time and prior (a) Prior to the Closing Date, Date this Agreement may be terminated by the Lead Managers Representative by notice given to the Transaction Parties Company if at any time (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission or by the NYSENew York Stock Exchange, or trading in securities generally on either the Nasdaq New York Stock Market or the NYSE Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York authoritiesauthorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iii) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Representative is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Issuer Company or any DaVita Guarantor to any Underwriter, except that the Transaction Parties Company and the DaVita Guarantors shall be be, jointly and severally, obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 Sections 5 and Section 6 hereof, 7 hereof or (b) any Underwriter to any Transaction Partythe Company, or (c) of any party hereto to any other partyexcept, except that the provisions of Section in each case, as provided under Sections 8 and 9 and Section 10 hereof shall at all times be effective and shall survive such terminationhereof.

Termination of this Agreement. On or after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated by the Lead Managers Underwriter by notice given to the Transaction Parties Parent Guarantor and the Issuer if at any time (i) trading or quotation in any Transaction Partyof the Parent Guarantor’s or the Issuer’s securities shall have been suspended or limited by the Commission or by the NYSENew York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Underwriter is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead ManagersUnderwriter, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 10 shall be without liability on the part of (a) the Issuer to any the Underwriter, except that the Transaction Parties Parent Guarantor and the Issuer shall be obligated to reimburse the expenses of the Underwriters Underwriter pursuant to Section Sections 4 and Section 6 hereof, (b) any the Underwriter to any Transaction Partythe Parent Guarantor or the Issuer, or (c) of any party hereto to any other party, party except that the provisions of Section 9 8 and Section 10 hereof 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the any Closing Date, Date this Agreement may be terminated by the Lead Managers Representatives by written notice given to the Transaction Parties Company if at any time (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges the NYSE by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal or New York authoritiesauthorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Stock in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Issuer Company to the Selling Stockholder or any Underwriter, except that the Transaction Parties Company shall be obligated to reimburse the expenses of (i) the Representatives and the Underwriters pursuant to Section 4 Sections 6 and Section 6 8 hereof, and (ii) the Selling Stockholder pursuant to the Company’s obligations, if any, pursuant to the applicable terms the Unit Purchase Agreement, (b) the Selling Stockholder to any Underwriter to any Transaction Party, or the Company or (c) of any party hereto Underwriter to any other party, except that the provisions of Section 9 and Section 10 hereof shall at all times be effective and shall survive such terminationCompany or the Selling Stockholder.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Lead Managers Representative by notice given to the Transaction Parties Company if at any time (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission or by the NYSENasdaq National Market, or trading in securities generally on either the Nasdaq Stock National Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Representative is material and adverse and makes it impracticable or inadvisable to market the Securities Offered Shares in the manner and on the terms described in the Disclosure Package and Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Lead Managers, Representative there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Issuer Company to any Underwriter, except that the Transaction Parties Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section Sections 4 and Section 6 7 hereof, (b) any Underwriter to any Transaction Partythe Company, or (c) of any party hereto to any other party, party except that the provisions of Section 8, Section 9 and Section 10 hereof 12 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after Prior to the Initial Sale Time and prior to purchase of the Offered Shares by the Underwriters on the Closing Date, this Agreement may be terminated by the Lead Managers Representative by notice given to the Transaction Parties Company if at any time (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission or by the NYSENASDAQ or Borsa Italiana (except for such voluntary suspension or limitation by the Borsa Italiana initiated by the Company on the date hereof), or trading in securities generally on either the Nasdaq Stock Market NASDAQ, Borsa Italiana or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal or U.S. federal, Italian, New York or Washington authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Jefferies is material and adverse and makes it impracticable or inadvisable to market the Securities Offered Shares in the manner and on the terms described in the Disclosure Package and Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, Jefferies there shall have occurred any Material Adverse Change; or (v) there the regulation (PE-CONS 63/16) of the European Parliament and of the European Council currently captioned “on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC,” or another regulation with similar effect, is entered into force, or (vi) the Company shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States judgment of Jefferies may interfere materially with the conduct of the business and operations of the Company regardless of whether or with respect to the Clearstream or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 12 Error! Reference source not found. shall be without liability on the part of (a) the Issuer Company to any Underwriter, except that the Transaction Parties Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 and or Section 6 hereof, 7 hereof or (b) any Underwriter to any Transaction Partythe Company; provided, or (c) of any party hereto to any other partyhowever, except that the provisions of Section 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Underwriter by notice given to the Transaction Parties Parent Guarantor or the Issuer if at any time (i) trading or quotation in any Transaction Partyof the Parent Guarantor’s or the Issuer’s securities shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York or European authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United StatesStates or members of the European Union, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Underwriter is material and adverse and makes it impracticable or inadvisable to market proceed with the offering, sale, or delivery of the Securities in the manner and on the terms described in the Disclosure Package and or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, Underwriter there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Euroclear or Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Issuer to any Underwriter, except that the Transaction Parties shall be obligated to reimburse the expenses of the Underwriters pursuant to Section 4 and Section 6 hereof, (b) any Underwriter to any Transaction Party, or (c) of any party hereto to any other party, except as provided in Sections 4 and 6 hereof, and provided that the provisions of Section 9 Sections 4, 6, 8, 9, 13, 17, 18, 19, 20, 22 and Section 10 hereof shall at all times be effective and 23 shall survive such terminationtermination and remain in full force and effect.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, Date this Agreement may be terminated by the Lead Managers Underwriter by notice given to the Transaction Parties Company and the Selling Stockholders if at any time (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission Commission, by the Nasdaq Stock Market or by the NYSENYSE Arca, or trading in securities generally on either the Nasdaq Stock Market Market, NYSE Arca or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Underwriter is material and adverse and makes it impracticable or inadvisable to market the Securities Shares in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; or (iv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Lead Managers, there Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europebeen insured. Any termination pursuant to this Section 12 10 shall be without liability on the part of (a) the Issuer Company or the Selling Stockholders to any the Underwriter, except that the Transaction Parties Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Underwriters Underwriter pursuant to Section Sections 4 and Section 6 hereof, or (b) any the Underwriter to any Transaction Party, the Company or (c) of any party hereto to any other party, except that the provisions of Section 9 and Section 10 hereof shall at all times be effective and shall survive such terminationSelling Stockholders.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Lead Managers Representative by notice given to the Transaction Parties Company if at any time (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission or by the NYSENasdaq Global Select Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Representative is material and adverse and makes it impracticable or inadvisable to market the Securities Offered Shares in the manner and on the terms described in the Disclosure Package and Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, Representative there shall have occurred any Material Adverse Change; or (v) there the Company shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or with respect to the Clearstream or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Issuer Company to any Underwriter, except that the Transaction Parties Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section Sections 4 and Section 6 7 hereof, (b) any Underwriter to any Transaction Partythe Company, or (c) of any party hereto to any other party, party except that the provisions of Section 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Representatives by notice given to the Transaction Parties Issuers if at any time time: (i) trading or quotation in any Transaction Partyof the Issuers’ or any Guarantor’s securities shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by the Commission or FINRAthe Financial Industry Regulatory Authority, Inc.; (ii) a general banking moratorium shall have been declared by any of federal or New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States U.S. or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ U.S. or international political, financial or economic conditions, as in the judgment of the Lead Managers Representatives is material and adverse and makes it impracticable or inadvisable to market proceed with the offering, sale or delivery of the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus Offering Circular or to enforce contracts for the sale of securities; or (iv) in the judgment of the Lead ManagersRepresentatives, there shall have occurred any Material Adverse Change; change, or (v) there shall have occurred any development or event involving a material disruption in commercial banking or securities settlement or clearance services prospective change, in the United States condition (financial or otherwise), results of operations, business, properties or prospects of the Parent and its subsidiaries taken as a whole which, is material and adverse and makes it impractical or inadvisable to proceed with respect to the Clearstream offering or Euroclear systems delivery of the Securities on the terms and in Europethe manner contemplated in the Offering Circular. Any termination pursuant to this Section 12 11 shall be without liability on the part of (ai) the Issuer Issuers or any Guarantor to any UnderwriterInitial Purchaser, except that the Transaction Parties Issuers and the Guarantors shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Section Sections 4 and Section 6 hereof, (bii) any Underwriter Initial Purchaser to any Transaction Partythe Issuers, or (ciii) of any party hereto to any other party, party except that the provisions of Section Sections 8 and 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Representative by notice given to the Transaction Parties Issuers if at any time time: (i) trading or quotation in any Transaction Partyof the Partnership’s securities shall have been suspended or materially limited by the Commission or by the NYSENASDAQ Global Select Market, or trading in securities generally on either the Nasdaq Stock NASDAQ Global Select Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by the Commission or FINRAthe Financial Industry Regulatory Authority; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ States or international political, financial or economic conditions, as in the judgment of the Lead Managers Representative is material and adverse and makes as to make it impracticable or inadvisable to market proceed with the placement of the Securities with the Subsequent Purchasers in the manner and on the terms described contemplated in the Pricing Disclosure Package and the Prospectus Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 10 shall be without liability on the part of (ai) the either Issuer or any Guarantor to any UnderwriterInitial Purchaser, except that the Transaction Parties Issuers and the Guarantors shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Section Sections 4 and Section 6 hereof, (bii) any Underwriter Initial Purchaser to any Transaction Partythe Issuers, or (ciii) of any party hereto to any other party, party except that the provisions of Section Sections 8 and 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date and, with respect to the Optional Notes, any Subsequent Closing Date, this Agreement may be terminated by the Lead Managers Representatives by notice given to the Transaction Parties Company if at any time (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) there shall have occurred a material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries considered as one entity; (iii) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission Commission, FINRA or FINRAthe NYSE; (iiiv) a general banking moratorium shall have been declared by any of federal or New York authoritiesauthorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; or (iiiv) there shall have occurred any outbreak or escalation of national or international hostilities or declaration of a national emergency or war by the United States or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Notes in the manner and on the terms described in the Disclosure Package and or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 10 shall be without liability on the part of (a) the Issuer Company to any Underwriter, except that the Transaction Parties Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 and Section 6 hereof, hereof for any termination pursuant to clause (ii) above or (b) any Underwriter to any Transaction Party, or (c) of any party hereto to any other party, except that the provisions of Section 9 and Section 10 hereof shall at all times be effective and shall survive such terminationCompany.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the purchase of the Firm ADSs by the Underwriter on the First Closing Date, Date this Agreement may be terminated by the Lead Managers Underwriter by notice given to the Transaction Parties Company if at any time (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission or by the NYSENasdaq Capital Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Underwriter is material and adverse and makes it impracticable or inadvisable to market the Securities Offered ADSs in the manner and on the terms described in the Disclosure Package and Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, Underwriter there shall have occurred any Material Adverse Change; or (v) there the Company shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States or judgment of the Underwriter may interfere materially with respect to the Clearstream or Euroclear systems in Europeconduct of the business and operations of the Company. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Issuer Company to any the Underwriter, except that the Transaction Parties Company shall be obligated to reimburse the expenses of the Underwriters Underwriter pursuant to Section Sections 4 and Section 6 7 hereof, (b) any the Underwriter to any Transaction Partythe Company, or (c) of any party hereto to any other party, party except that the provisions of Section 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by Banc of America Securities LLC, on behalf of the Lead Managers Initial Purchasers, by notice given to the Transaction Parties Company if at any time time: (i) trading or quotation in any Transaction Party’s of the Company's securities shall have been suspended or limited by the Commission or by the NYSENew York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any national or international crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States’ ' or international political, financial or economic conditions, as in the judgment of the Lead Managers Initial Purchasers is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus Offering Memorandum or to enforce contracts for the sale of securities; or (iv) in since the judgment date of the Lead ManagersOffering Memorandum, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services Change which in the United States or with respect judgment of the Initial Purchasers makes it impracticable to market the Clearstream or Euroclear systems Securities in Europethe manner and on the terms described in the Offering Memorandum. Any termination pursuant to this Section 12 10 shall be without liability on the part of (ai) the Issuer Company to any UnderwriterInitial Purchaser, except that the Transaction Parties Company shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Section Sections 4 and Section 6 hereof, (bii) any Underwriter Initial Purchaser to any Transaction Partythe Company, or (ciii) of any party hereto to any other party, party except that the provisions of Section 9 8 and Section 10 hereof 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated by the Lead Managers by notice given to the Transaction Parties if at any time (i) trading or quotation in any Transaction Party’s securities shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Issuer to any Underwriter, except that the Transaction Parties shall be obligated to reimburse the expenses of the Underwriters pursuant to Section Sections 4 and Section 6 hereof, (b) any Underwriter to any Transaction Party, or (c) of any party hereto to any other party, except that the provisions of Section 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers by notice given to the Transaction Parties Company if at any time (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission or by the NYSENew York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York or European authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United StatesStates or members of the European Union, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers is material and adverse and makes it impracticable or inadvisable to market proceed with the Securities offering, sale, or delivery of the Notes in the manner and on the terms described in the Disclosure Package and or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, Managers there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Euroclear or Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Issuer to any Underwriter, except that the Transaction Parties shall be obligated to reimburse the expenses of the Underwriters pursuant to Section 4 and Section 6 hereof, (b) any Underwriter to any Transaction Party, or (c) of any party hereto to any other party, except as provided in Sections 4 and 6 hereof, and provided that the provisions of Section 9 Sections 4, 6, 8, 9, 13, 17, 18, 21 and Section 10 hereof shall at all times be effective and 22 shall survive such terminationtermination and remain in full force and effect.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Initial Purchaser by notice given to the Transaction Parties Company if at any time time: (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission SEC or by the NYSEAmerican Stock Exchange, or trading in securities generally on either the American Stock Exchange, the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission SEC or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Initial Purchaser is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package Preliminary Offering Memorandum and the Prospectus Offering Memorandum or to enforce contracts for the sale of securities; (ivv) in the reasonable judgment of the Lead Managers, Initial Purchaser there shall have occurred any Material Adverse Change; or (vvi) there the Company or any Guarantor shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States or with respect judgment of the Initial Purchaser would reasonably be expected to the Clearstream or Euroclear systems result in Europea Material Adverse Change. Any termination pursuant to this Section 12 10 shall be without liability on the part of (ai) the Issuer Company or any Guarantor to any Underwriterthe Initial Purchaser, except that the Transaction Parties Company and the Guarantors shall be obligated to reimburse the expenses of the Underwriters Initial Purchaser pursuant to Section Sections 4 and Section 6 hereof, (bii) the Initial Purchaser to the Company or any Underwriter to any Transaction Party, Guarantor or (ciii) of any party hereto to any other party, party except that the provisions of Section 9 8 and Section 10 hereof 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On Prior to the First Closing Date and, with respect to Option Units, each Subsequent Closing Date, whether before or after notification by the Initial Sale Time and prior Commission to the Closing DateCompany of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Lead Managers Underwriter by notice given to the Transaction Parties Company if at any time (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission or by the NYSENASDAQ Capital Market, or trading in securities generally on either the Nasdaq NASDAQ Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, Kansas or New York Colorado authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions that, as in the judgment of the Lead Managers Underwriter is material and adverse and makes it impracticable or inadvisable to market the Securities Units in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Lead Managers, Underwriter there shall have occurred any Material Adverse Change; or Change (v) there regardless of whether any loss associated with such Material Adverse Change shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europebeen insured). Any termination pursuant to this Section 12 10 shall be without liability on the part of (a) the Issuer Company to any the Underwriter, except that the Transaction Parties Company shall be obligated to reimburse the actual out-of-pocket accountable expenses of the Underwriters Underwriter pursuant to Section Sections 4 and Section 6 hereof, (b) any the Underwriter to any Transaction Partythe Company, or (c) of any party hereto to any other party, party except that the provisions of Section 9 8 and Section 10 hereof 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date and, with respect to the Optional Notes, any Subsequent Closing Date, this Agreement may be terminated by the Lead Managers BAS by notice given to the Transaction Parties Company if at any time (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission or by the NYSENew York Stock Exchange, or trading in securities generally on either the Nasdaq New York Stock Market or the NYSE Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAFINRA or on either such stock exchange; (ii) a general banking moratorium shall have been declared by any of federal or New York authoritiesauthorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or declaration of a national emergency or war by the United States or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ States or international political, financial or economic conditions, as in the judgment of the Lead Managers BAS is material and adverse and makes it impracticable or inadvisable to market the Securities Notes in the manner and on the terms described in the Disclosure Package and the Prospectus Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Issuer Company to any UnderwriterInitial Purchaser, except that the Transaction Parties Company shall be obligated to reimburse the expenses of the Underwriters Representatives and the Initial Purchasers pursuant to Section Sections 4 and Section 6 hereof, 7 hereof or (b) any Underwriter Initial Purchaser to any Transaction Party, or (c) of any party hereto to any other party, except that the provisions of Section 9 and Section 10 hereof shall at all times be effective and shall survive such terminationCompany.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Representative by notice given to the Transaction Parties Sunoco if at any time time: (a) (i) trading or quotation in any Transaction Partyof Sunoco’s securities shall have been suspended or limited by the Commission or by the The New York Stock Exchange (“NYSE”), or (ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by the Commission or FINRA; (iib) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware State authorities; (iiic) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the offering sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in EuropeSecurities. Any termination pursuant to this Section 12 10 shall be without liability on the part of (ai) the Issuer Partnership Parties to any UnderwriterInitial Purchaser, except that the Transaction Partnership Parties shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Section Sections 4 and Section 6 hereof, (bii) any Underwriter Initial Purchaser to any Transaction Partythe Partnership Parties, or (ciii) of any party hereto to any other party, party except that the provisions of Section Sections 8 and 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Lead Managers Representatives by notice given to the Transaction Parties Company if at any time (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq NASDAQ Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions that, as in the judgment of the Lead Managers Representatives, is material and adverse and makes it impracticable or inadvisable to market the Securities Offered Shares in the manner and on the terms described in the Disclosure Package and Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Lead Managers, Representatives there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Issuer Company to any Underwriter, except that the Transaction Parties Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 and Section 6 7 hereof, (b) any Underwriter to any Transaction Partythe Company, or (c) of any party hereto to any other party, party except that the provisions of Section 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the purchase of the Firm Shares by the Underwriter on the First Closing Date, this Agreement may be terminated by the Lead Managers Underwriter by notice given to the Transaction Parties Company if at any time (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or materially limited by the Commission or by the NYSENasdaq Global Select Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Underwriter is material and adverse and makes it impracticable or inadvisable to market the Securities Offered Shares in the manner and on the terms described in the Disclosure Package and Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Lead Managers, Underwriter there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Issuer Company to any the Underwriter, except that the Transaction Parties Company shall be obligated to reimburse the expenses of the Underwriters Underwriter pursuant to Section Sections 4 and Section 6 7 hereof, (b) any the Underwriter to any Transaction Partythe Company, or (c) of any party hereto to any other party, party except that the provisions of Section 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior (a) Prior to the Closing Date, Date this Agreement may be terminated by the Lead Managers Representative by notice given to the Transaction Parties Issuers if at any time (i) trading or quotation in any Transaction Partyof the Partnership’s securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market, or Inc., (ii) trading in securities generally on either the New York Stock Exchange or the Nasdaq Stock Market or the NYSE Market, Inc. shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAthe NASD; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authoritiesauthorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iiiiv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Representative is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Issuer Issuers or any Guarantor to any Underwriter, except that the Transaction Parties Issuers shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 Sections 5, 7, 8 and Section 6 hereof, 9 hereof or (b) any Underwriter to any Transaction Party, or (c) of any party hereto to any other party, except that the provisions of Section 9 and Section 10 hereof shall at all times be effective and shall survive such terminationIssuers.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, Date this Agreement may be terminated by the Lead Managers Representatives by notice given to the Transaction Parties Company if at any time (ii)(A) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission or by the NYSENew York Stock Exchange, or (B) trading in securities generally on either the New York Stock Exchange or the Nasdaq Stock Market or the NYSE Market, Inc. shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York authoritiesauthorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iii) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Issuer Company to any Underwriter, except that if termination is pursuant to clause (i)(A) or (iii) of the Transaction Parties preceding sentence the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 Sections 5, 7, 8 and Section 6 hereof, 9 hereof or (b) any Underwriter to any Transaction Party, or (c) of any party hereto to any other party, except that the provisions of Section 9 and Section 10 hereof shall at all times be effective and shall survive such terminationCompany.

Termination of this Agreement. On or after Prior to the Initial Sale Time and prior Closing Date and, with respect to the any Subsequent Loan Shares, any Subsequent Closing Date, and with respect to any Sold Loan Shares, any Loan Shares Date of Sale, this Agreement may be terminated by the Lead Managers Underwriters and the Borrowers by notice given to the Transaction Parties Company if at any time time: (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAthe FINRA or on either such stock exchange; (ii) a general banking moratorium shall have been declared by any of federal or New York authoritiesauthorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or declaration of a national emergency or war by the United States or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions in each case, as in the judgment of the Lead Managers Representatives and the Borrowers is material and adverse and makes it impracticable or inadvisable to market the Securities Shares in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 Sections 5 or 9 shall be without liability on the part of (ai) the Issuer Company, to any UnderwriterUnderwriter or Borrower, except that the Transaction Parties Company shall be obligated to reimburse the expenses of the Representatives, the Underwriters and Borrowers pursuant to Section Sections 4 and Section 6 hereof, (bii) any Underwriter or Borrower to any Transaction Partythe Company, or (ciii) of any party hereto to any other party, party except that the provisions of Section 9 Sections 7 and Section 10 8 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the purchase of the Firm Shares by the Underwriter on the First Closing Date, Date this Agreement may be terminated by the Lead Managers Underwriter by notice given to the Transaction Parties Company if at any time (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or materially limited by the Commission or by the NYSENasdaq Capital Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Underwriter is material and adverse and makes it impracticable or inadvisable to market the Securities Offered Shares in the manner and on the terms described in the Disclosure Package and Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Lead Managers, Underwriter there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Issuer Company to any the Underwriter, except that the Transaction Parties Company shall be obligated to reimburse the expenses of the Underwriters Underwriter pursuant to Section Sections 4 and Section 6 7 hereof, (b) any the Underwriter to any Transaction Partythe Company, or (c) of any party hereto to any other party, party except that the provisions of Section 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Representatives by notice given to the Transaction Parties Company if at any time (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or materially limited by the Commission or by the NYSE, or Cboe BZX; (ii) trading in securities generally on either Cboe BZX, the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United States, or any substantial change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the reasonable judgment of the Lead Managers Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Notes in the manner and on the terms described in the Disclosure Package and or the Prospectus or to enforce contracts for the sale of securities; (ivv) in the judgment of the Lead Managers, Representatives there shall have occurred any Material Adverse Change; or (vvi) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services that in the United States reasonable judgment of the Representatives is material and adverse and makes it impracticable or with respect inadvisable to enforce contracts for the Clearstream or Euroclear systems in Europesale of securities. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Issuer to any Underwriter, except that the Transaction Parties shall be obligated to reimburse the expenses of the Underwriters pursuant to Section 4 and Section 6 hereof, (b) any Underwriter to any Transaction Party, or (c) of any party hereto to any other partyparty except as provided in Sections 4 and 6 hereof; provided that Sections 4, except that the provisions of Section 6, 8, 9 and Section 10 hereof shall at all times be effective and 17 shall survive such terminationtermination and remain in full force and effect.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Lead Managers Representatives by notice given to the Transaction Parties Company if at any time (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission or by the NYSENew York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Offered Shares in the manner and on the terms described in the Disclosure Package and Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Lead Managers, Representatives there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Issuer Company to any Underwriter, except that the Transaction Parties Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 and Section 6 7 hereof, (b) any Underwriter to any Transaction Party, the Company or (c) of any party hereto to any other party, party except that the provisions of Section 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the purchase of the Firm Shares by the Underwriter on the First Closing Date, Date this Agreement may be terminated by the Lead Managers Underwriter by notice given to the Transaction Parties Company if at any time (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission or by the NYSENasdaq Global Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Underwriter is material and adverse and makes it impracticable or inadvisable to market the Securities Offered Shares in the manner and on the terms described in the Disclosure Package and Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Lead Managers, Underwriter there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Issuer Company to any the Underwriter, except that the Transaction Parties Company shall be obligated to reimburse the expenses of the Underwriters Underwriter pursuant to Section Sections 4 and Section 6 7 hereof, (b) any the Underwriter to any Transaction Partythe Company, or (c) of any party hereto to any other party, party except that the provisions of Section 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated by the Lead Managers Representatives by notice given to the Transaction Parties Company if at any time (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission or by the NYSENew York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, Representatives there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in EuropeStates. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Issuer Company to any Underwriter, except that the Transaction Parties Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 and Section 6 hereof, (b) any Underwriter to any Transaction Partythe Company, or (c) of any party hereto to any other party, party except that the provisions of Section 9 8 and Section 10 hereof 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, Date this Agreement may be terminated by the Lead Managers Representatives by notice given to the Transaction Parties Entities if at any time (i) there has been, since the time of execution of this Agreement or since the date as of which information is given in the Registration Statement or Disclosure Package, any Material Adverse Change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Transaction Entities and their subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, (ii) trading or quotation in any of the Transaction Party’s Entities’ securities shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authoritiesauthorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; or (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or declaration of a national emergency or war by the United States or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Issuer any Transaction Entity to any Underwriter, except except, upon termination pursuant to clause (i) only, that the Transaction Parties Entities shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 and Section 6 hereof, hereof or (b) any Underwriter to any Transaction Party, or (c) of any party hereto to any other party, except that the provisions of Section 9 and Section 10 hereof shall at all times be effective and shall survive such terminationEntity.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Lead Managers Jefferies, RBC and Xxxxxxx Xxxxx by notice given to the Transaction Parties Company and the Selling Stockholder if at any time time: (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or materially limited by the Commission or by the NYSENASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Jefferies, RBC and Xxxxxxx Xxxxx is material and adverse and makes it impracticable or inadvisable to market the Securities Offered Shares in the manner and on the terms described in the Disclosure Package and Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Lead ManagersJefferies, RBC and Xxxxxxx Xxxxx there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Issuer Company or the Selling Stockholder to any Underwriter, except that the Transaction Parties Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 and or Section 6 hereof, 7 hereof or (b) any Underwriter to any Transaction Partythe Company or the Selling Stockholder; provided, or (c) of any party hereto to any other partyhowever, except that the provisions of Section 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated by the Lead Managers Representatives by notice given to the Transaction Parties Company if at any time time: (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission or by the NYSENasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York or Swiss authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Offered Shares in the manner and on the terms described in the Disclosure Package and Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead ManagersRepresentatives, there shall have occurred any Material Adverse Change; or (v) there the Company shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States judgment of Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or with respect to the Clearstream or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 12 14 shall be without liability on the part of (a) the Issuer Company to any Underwriter, except that the Transaction Parties Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 and 6 or Section 6 hereof, 9 hereof or (b) any Underwriter to any Transaction Partythe Company; provided, or (c) of any party hereto to any other partyhowever, except that the provisions of Section 9 11 and Section 10 hereof 12 (and other Sections of this Agreement as referenced in the aforementioned Sections) shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Representatives by notice given to the Transaction Parties Company if at any time (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or materially limited by the Commission or by the NYSE, or NASDAQ Global Select Market; (ii) trading in securities generally on either the Nasdaq Stock Market Market, the New York Stock Exchange or the NYSE NASDAQ Global Select Market shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United States, or any substantial change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the reasonable judgment of the Lead Managers Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Notes in the manner and on the terms described in the Disclosure Package and or the Prospectus or to enforce contracts for the sale of securities; (ivv) in the judgment of the Lead Managers, Representatives there shall have occurred any Material Adverse Change; or (vvi) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services that in the United States reasonable judgment of the Representatives is material and adverse and makes it impracticable or with respect inadvisable to enforce contracts for the Clearstream or Euroclear systems in Europesale of securities. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Issuer any party to any Underwriter, other party except that the Transaction Parties shall be obligated to reimburse the expenses of the Underwriters pursuant to Section as provided in Sections 4 and Section 6 hereof, (b) any Underwriter to any Transaction Partyprovided that Sections 4, or (c) of any party hereto to any other party6, except that the provisions of Section 8, 9 and Section 10 hereof shall at all times be effective and 17 shall survive such terminationtermination and remain in full force and effect.

Termination of this Agreement. On or after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated by the Lead Managers Underwriters by notice given to the Transaction Parties Company if at any time (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission or by the NYSENew York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Underwriters is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, Underwriters there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in EuropeStates. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Issuer Company to any Underwriter, except that the Transaction Parties Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Section Sections 4 and Section 6 hereof, (b) any Underwriter to any Transaction Partythe Company, or (c) of any party hereto to any other party, party except that the provisions of Section 9 8 and Section 10 hereof 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Representative by notice given to the Transaction Parties Partnership if at any time time: (i) trading or quotation in any Transaction Partyof the Partnership’s securities shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by the Commission or FINRAthe Financial Industry Regulatory Authority, Inc.; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the offering sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Lead Managers, Representative there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 10 shall be without liability on the part of (ai) the Issuer any Delek Party to any UnderwriterInitial Purchaser, except that the Transaction Delek Parties shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Section Sections 4 and Section 6 hereof, (bii) any Underwriter Initial Purchaser to any Transaction Delek Party, or (ciii) of any party hereto to any other party, party except that the provisions of Section Sections 8 and 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Underwriters by notice given to the Transaction Parties Company if at any time (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission or by the NYSENew York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; the Financial Industry Regulatory Authority, (ii) there shall have occurred a material disruption in securities settlement, payment or clearance services in the United States, England or the European Union, (iii) a general banking moratorium shall have been declared by any of federal or U.S. federal, New York State, Delaware, British or European Union authorities; , (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial marketsmarkets (including in England and the European Union), or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions (including such conditions in England and the European Union), as in the judgment of the Lead Managers Underwriters is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the or Prospectus or to enforce contracts for the sale of securities; securities or (ivv) in the reasonable judgment of the Lead Managers, Underwriters there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 9 shall be without liability on the part of (a) the Issuer to any Underwriter, except that the Transaction Parties shall be obligated to reimburse the expenses of the Underwriters pursuant to Section 4 and Section 6 hereof, (b) any Underwriter to any Transaction Party, or (c) of any party hereto to any other party, party except that the provisions of Section 9 4, Section 6, Section 7, Section 8, Section 16 and Section 10 hereof 17 shall at all times be effective and shall survive such terminationtermination of this Agreement.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Representatives by notice given to the Transaction Parties Company if at any time time: (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or materially limited by the Commission or by the New York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions; in any case, as in the judgment of the Lead Managers Representatives is material and adverse and makes it impracticable or inadvisable to market proceed with the offering sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 10 shall be without liability on the part of (ai) the Issuer Company or the Guarantors to any UnderwriterInitial Purchaser, except that the Transaction Parties Company and the Guarantors shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Section Sections 4 and Section 6 hereof, (bii) any Underwriter Initial Purchaser to any Transaction Partythe Company or the Guarantors, or (ciii) of any party hereto to any other party, party except that the provisions of Section Sections 8 and 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Representatives by notice given to the Transaction Parties Company and the Selling Stockholders if at any time time: (i) trading or quotation in any Transaction Party’s of the Company's securities shall have been suspended or limited by the Commission or by the NYSE, Nasdaq Stock Market or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international interna-tional political, financial or economic conditions, as in the judgment of the Lead Managers Representatives is material and adverse and makes it impracticable or inadvisable to market proceed with the offering, sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, Representatives there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 10 shall be without liability on the part of (ai) the Issuer Company and the Selling Stockholders to any Underwriter, except that the Transaction Parties Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Section Sections 4 and Section 6 hereof, (bii) any Underwriter to any Transaction Partythe Company and the Selling Stockholders, or (ciii) of any party hereto to any other party, party except that the provisions of Section 9 Sections 7 and Section 10 8 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date, this Agreement may be terminated by the Lead Managers Representatives by notice given to the Transaction Parties Trust and the Selling Shareholder if at any time (i) trading or quotation in any Transaction Party’s of the Trust's securities shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAFINRA or on such stock exchange; (ii) a general banking moratorium shall have been declared by any of federal or New York authoritiesauthorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or declaration of a national emergency or war by the United States or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Lead Managers Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Shares in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Issuer CapitalSource Parties to any Underwriter, except that the Transaction CapitalSource Parties shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 4 and 6 hereof except 50% of the cost of privately chartered airplanes which is to be borne by the Underwriters pursuant to Section 4 and Section 6 hereof, 4(ix) hereof or (b) any Underwriter to any Transaction Party, or (c) of any party hereto to any other party, except that the provisions of Section 9 and Section 10 hereof shall at all times be effective and shall survive such terminationCapitalSource Parties.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Underwriters by notice given to the Transaction Parties Company if at any time (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission or by the NYSENew York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAthe NASD; (ii) there shall have occurred a material disruption in securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Underwriters is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; or (ivv) in the reasonable judgment of the Lead Managers, Underwriters there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 9 shall be without liability on the part of (ai) the Issuer Company to any Underwriter, except that the Transaction Parties Company shall be obligated to reimburse the expenses of the Underwriters if this Agreement is terminated pursuant to the first part of clause (i) and clause (v) above and to pay the expenses of the Underwriters pursuant to Section 4 and Section 6 hereof, (bii) any Underwriter to any Transaction Partythe Company, or (ciii) of any party hereto to any other party, party except that the provisions of Section 9 4, Section 6, Section 7 and Section 10 hereof 8 shall at all times be effective and shall survive such terminationtermination of this Agreement.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Representative by notice given to the Transaction Parties Company if at any time time: (i) trading or quotation in any Transaction Partyof the Company’s or any of its subsidiaries’ securities shall have been suspended or limited by the Commission or by the NYSENasdaq, other U.S. exchange or in any over the counter market or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in either United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the offering, sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Lead Managers, Representative there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 10 shall be without liability on the part of (ai) the Issuer Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Transaction Parties Company and the Guarantors shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Section Sections 4 and Section 6 hereof, (bii) any Underwriter Initial Purchaser to any Transaction Partythe Company, or (ciii) of any party hereto to any other party, party except that the provisions of Section Sections 8 and 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Initial Purchasers by notice given to the Transaction Parties Company if at any time time: (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Initial Purchasers is material and adverse and makes it impracticable or inadvisable to market proceed with the offering, sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe; or (v) in the judgment of the Initial Purchasers there shall have occurred any Material Adverse Change. Any termination pursuant to this Section 12 10 shall be without liability on the part of (ai) the Issuer Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Transaction Parties Company and the Guarantors shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Section Sections 4 and Section 6 hereof, (bii) any Underwriter Initial Purchaser to any Transaction Party, the Company or (ciii) of any party hereto to any other party, party except that the provisions of Section Sections 8 and 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated by the Lead Managers by notice given to the Transaction Parties Issuer if at any time (i) trading or quotation in any Transaction Partyof the Issuer’s securities shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers is material and adverse and makes it impracticable or inadvisable to market the Debt Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Issuer to any Underwriter, except that the Transaction Parties Issuer shall be obligated to reimburse the expenses of the Underwriters pursuant to Section 4 and Section 6 hereof, (b) any Underwriter to any Transaction Partythe Issuer, or (c) of any party hereto to any other party, except that the provisions of Section 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated by the Lead Managers Underwriter by notice given to the Transaction Parties if at any time (i) trading or quotation in any Transaction Party’s securities shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Underwriter is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead ManagersUnderwriter, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Issuer to any the Underwriter, except that the Transaction Parties shall be obligated to reimburse the expenses of the Underwriters Underwriter pursuant to Section 4 and Section 6 hereof, (b) any the Underwriter to any Transaction Party, or (c) of any party hereto to any other party, except that the provisions of Section 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Lead Managers Jefferies, Goldman and Wxxxx Fargo by notice given to the Transaction Parties Company if at any time time: (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission or by the NYSENasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Jefferies, Goldman and Wxxxx Fargo is material and adverse and makes it impracticable or inadvisable to market the Securities Offered Shares in the manner and on the terms described in the Disclosure Package and Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead ManagersJefferies, Goldman and Wxxxx Fargo there shall have occurred any Material Adverse Change; or (v) there the Company shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States judgment of Jefferies, Goldman and Wxxxx Fargo may interfere materially with the conduct of the business and operations of the Company regardless of whether or with respect to the Clearstream or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Issuer Company to any Underwriter, except that the Transaction Parties Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 and or Section 6 hereof, 7 hereof or (b) any Underwriter to any Transaction Partythe Company; provided, or (c) of any party hereto to any other partyhowever, except that the provisions of Section 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Initial Purchasers by notice given to the Transaction Parties Company if at any time time: (i) trading or quotation in any Transaction Partyof the Company’s securities shall have been suspended or limited by the Commission SEC or by the NYSEAmerican Stock Exchange, or trading in securities generally on either the American Stock Exchange, the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission SEC or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Initial Purchasers is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package Preliminary Offering Memorandum and the Prospectus Offering Memorandum or to enforce contracts for the sale of securities; (ivv) in the reasonable judgment of the Lead Managers, Initial Purchasers there shall have occurred any Material Adverse Change; or (vvi) there the Company or any Guarantor shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States or with respect judgment of the Initial Purchasers would reasonably be expected to the Clearstream or Euroclear systems result in Europea Material Adverse Change. Any termination pursuant to this Section 12 10 shall be without liability on the part of (ai) the Issuer Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Transaction Parties Company and the Guarantors shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Section Sections 4 and Section 6 hereof, (bii) any Underwriter Initial Purchaser to the Company or any Transaction Party, Guarantor or (ciii) of any party hereto to any other party, party except that the provisions of Section 9 8 and Section 10 hereof 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Representatives by notice given to the Transaction Parties Company if at any time time: (i) trading or quotation in any Transaction Partyof the Guarantor’s securities shall have been suspended or materially limited by the Commission or by the NYSENew York Stock Exchange, or (ii) trading in securities generally on either the New York Stock Exchange or the Nasdaq Stock Market or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Representatives is material and adverse and makes it impracticable or inadvisable to market proceed with the offering sale or delivery of the Securities in the manner and on the terms described in the Disclosure Package and or the Prospectus or to enforce contracts for the sale of securitiesSecurities; or (ivv) for the period from and after the date of this Agreement and prior to the Closing Date, in the judgment of the Lead Managers, Representatives there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 9 shall be without liability on the part of (a1) the Issuer Company or the Guarantor to any Underwriter, except that in the Transaction Parties event of a termination pursuant to clause (i) or (v) above, the Company and the Guarantor shall be obligated to reimburse the expenses of the Underwriters pursuant to Section Sections 4 and Section 6 hereof, (b2) any Underwriter to any Transaction Partythe Company, or (c3) of any party hereto to any other party, except that the provisions of Section 9 Sections 7 and Section 10 8 hereof shall at all times be effective and shall survive such termination.