Common use of Termination; Representations and Indemnities to Survive Clause in Contracts

Termination; Representations and Indemnities to Survive. This Purchase Agreement shall be subject to termination in the reasonable discretion of the Purchaser, exercised in good faith, by written notice given to the Guarantor, the Company and the Trust prior to delivery of and payment for the Preferred Securities, if prior to such time (i) a downgrading shall have occurred in the rating accorded the Guarantor’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is used by the Commission in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, or such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the Guarantor’s debt securities or preferred stock, (ii) a suspension or material limitation in trading in securities generally shall have occurred on the New York Stock Exchange, (iii) a suspension or material limitation in trading in any of the Guarantor’s securities shall have occurred on the exchange or quotation system upon which the Guarantor’s securities are traded, if any, (iv) a general moratorium on commercial business activities shall have been declared either by federal authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the Purchaser’s reasonable judgment, impracticable or inadvisable to proceed with the offering or delivery of the Preferred Securities. The respective agreements, representations, warranties, indemnities and other statements of the Guarantor, the Company and the Trust or their respective officers or trustees and of the Purchaser set forth in or made pursuant to this Purchase Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Purchaser, the Guarantor, the Company or the Trust or any of the their respective officers, directors, trustees or controlling persons, and will survive delivery of and payment for the Preferred Securities. The provisions of Sections 7, 8 and 9 hereof shall survive the termination or cancellation of this Purchase Agreement.

Termination; Representations and Indemnities to Survive. This Purchase Agreement shall be subject to termination in the reasonable absolute discretion of the Purchaser, exercised in good faith, by written notice given to the Guarantor, the Company and the Trust prior to delivery of and payment for the Preferred Securities, if prior to such time (i) a downgrading shall have occurred in the rating accorded the GuarantorCompany’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is used by the Commission in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, or such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the GuarantorCompany’s debt securities or preferred stock, if applicable, (ii) the Trust shall be unable to sell and deliver to the Purchaser at least $25,000,000 stated liquidation value of Preferred Securities, (iii) a suspension or material limitation in trading in securities generally shall have occurred on the New York Stock Exchange, (iiiiv) a suspension or material limitation in trading in any of the GuarantorCompany’s securities shall have occurred on the exchange or quotation system upon which the GuarantorCompany’s securities are traded, if any, (ivv) a general moratorium on commercial business activities shall have been declared either by federal or Delaware authorities or (vvi) there shall have occurred any outbreak or escalation of hostilities, or declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the Purchaser’s reasonable judgment, impracticable or inadvisable to proceed with the offering or delivery of the Preferred Securities. The respective agreements, representations, warranties, indemnities and other statements of the Guarantor, the Company and the Trust or their respective officers or trustees and of the Purchaser set forth in or made pursuant to this Purchase Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Purchaser, the Guarantor, the Company or the Trust or any of the their respective officers, directors, trustees or controlling persons, and will survive delivery of and payment for the Preferred Securities. The provisions of Sections 7, 7 and 8 and 9 hereof shall survive the termination or cancellation of this Purchase Agreement.

Termination; Representations and Indemnities to Survive. This Purchase Agreement shall be subject to termination in the reasonable absolute discretion of the Purchaser, exercised in good faith, by written notice given to the Guarantor, the Company and the Trust prior to delivery of and payment for the Preferred SecuritiesNotes, if prior to such time (i) a downgrading shall have occurred in the rating accorded the GuarantorCompany’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is used by the Commission in Rule 15c3-1(c)(2)(vi)(Fl(c)(2)(vi)(F) under the Exchange Act, or such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the GuarantorCompany’s debt securities or preferred stocksecurities, (ii) the Company shall be unable to sell and deliver to the Purchaser at least Thirty Million Dollars ($30,000,000) in aggregate principal amount of the Notes, (iii) a suspension or material limitation in trading in securities generally shall have occurred on the New York Stock Exchange, (iiiiv) a suspension or material limitation in trading in any of the GuarantorCompany’s securities shall have occurred on the exchange or quotation system upon which the Guarantor’s Company’ securities are traded, if any, (ivv) a general moratorium on commercial business activities shall have been declared either by federal or Delaware authorities or (vvi) there shall have occurred any outbreak or escalation of hostilities, or declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the Purchaser’s reasonable judgment, impracticable or inadvisable to proceed with the offering or delivery purchase of the Preferred SecuritiesNotes. The respective agreements, representations, warranties, indemnities and other statements of the Guarantor, the Company and the Trust or their respective its officers or trustees and of the Purchaser set forth in or made pursuant to this Purchase Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Purchaser, the Guarantor, Purchaser or the Company or the Trust or any of the their respective officers, directors, trustees directors or controlling persons, and will survive delivery of and payment for the Preferred SecuritiesNotes. The provisions of Sections 7, 7 and 8 and 9 hereof shall survive the termination or cancellation of this Purchase Agreement.

Termination; Representations and Indemnities to Survive. This Purchase Agreement shall be subject to termination in the reasonable absolute discretion of the Purchaser, exercised in good faith, by written notice given to the Guarantor, the Company and the Trust prior to delivery of and payment for the Preferred Securities, if prior to such time (i) a downgrading shall have occurred in the rating accorded the GuarantorCompany’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is used by the Commission in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, or such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the GuarantorCompany’s debt securities or preferred stock, (ii) the Trust shall be unable to sell and deliver to the Purchaser at least $25,000,000 in stated liquidation value of Preferred Securities, (iii) a suspension or material limitation in trading in securities generally shall have occurred on the New York Stock Exchange, (iiiiv) a suspension or material limitation in trading in any of the GuarantorCompany’s securities shall have occurred on the exchange or quotation system upon which the Guarantor’s Company’ securities are traded, if any, (ivv) a general moratorium on commercial business activities shall have been declared either by federal federal, California or Maryland authorities or (vvi) there shall have occurred any outbreak or escalation of hostilities, or declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the Purchaser’s reasonable judgment, impracticable or inadvisable to proceed with the offering or delivery of the Preferred Securities. The respective agreements, representations, warranties, indemnities and other statements of the Guarantor, the Company and the Trust or their respective officers or trustees and of the Purchaser set forth in or made pursuant to this Purchase Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Purchaser, the Guarantor, the Company or the Trust or any of the their respective officers, directors, trustees or controlling persons, and will survive delivery of and payment for the Preferred Securities. The provisions of Sections 7, 8 7 and 9 hereof 8s shall survive the termination or cancellation of this Purchase Agreement.

Termination; Representations and Indemnities to Survive. This Purchase Agreement shall be subject to termination in the reasonable discretion of the Purchaser, exercised in good faith, by written notice given to the Guarantor, the Company and the Trust prior to delivery of and payment for the Preferred Securities, if prior to such time (i) a downgrading shall have occurred in the rating accorded the GuarantorCompany’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is used by the Commission in Rule 15c3-1(c)(2)(vi)(Fl(c)(2)(vi)(F) under the Exchange Act, or such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the GuarantorCompany’s debt securities or preferred stock, (ii) the Trust shall be unable to sell and deliver to the Purchaser at least $25,000,000 stated liquidation value of Preferred Securities, (iii) a suspension or material limitation in trading in securities generally shall have occurred on the New York Stock Exchange, (iiiiv) a suspension or material limitation in trading in any of the GuarantorCompany’s securities shall have occurred on the exchange or quotation system upon which the Guarantor’s Company’ securities are traded, if any, (iv) a general moratorium on commercial business activities shall have been declared either by federal authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the Purchaser’s reasonable judgment, impracticable or inadvisable to proceed with the offering or delivery of the Preferred Securities. The respective agreements, representations, warranties, indemnities and other statements of the Guarantor, the Company and the Trust or their respective officers officers, partners or trustees and of the Purchaser set forth in or made pursuant to this Purchase Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Purchaser, the Guarantor, the Company or the Trust or any of the their respective officers, directors, partners, trustees or controlling persons, and will survive delivery of and payment for the Preferred SecuritiesSecurities for a period of five (5) years after the Closing Date. The provisions of Sections 7, 7 and 8 and 9 hereof shall survive the termination or cancellation of this Purchase Agreement.

Termination; Representations and Indemnities to Survive. This Purchase Agreement shall be subject to termination in the reasonable absolute discretion of the Purchaser, exercised in good faith, by written notice given to the Guarantor, the Company and the Trust prior to delivery of and payment for the Preferred Securities, if prior to such time (i) a downgrading shall have occurred in the rating accorded the GuarantorCompany’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is used by the Commission in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, or such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the GuarantorCompany’s debt securities or preferred stock, (ii) the Trust shall be unable to sell and deliver to the Purchaser at least $28,125,000 stated liquidation value of Preferred Securities, (iii) a suspension or material limitation in trading in securities generally shall have occurred on the New York Stock Exchange, (iiiiv) a suspension or material limitation in trading in any of the GuarantorCompany’s securities shall have occurred on the exchange or quotation system upon which the Guarantor’s Company’ securities are traded, if any, (ivv) a general moratorium on commercial business activities shall have been declared either by federal or Maryland, Nevada or New York authorities or (vvi) there shall have occurred any outbreak or escalation of hostilities, or declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the Purchaser’s reasonable judgment, impracticable or inadvisable to proceed with the offering or delivery of the Preferred Securities. The respective agreements, representations, warranties, indemnities and other statements of the Guarantor, the Company and the Trust or their respective officers or trustees and of the Purchaser set forth in or made pursuant to this Purchase Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Purchaser, the Guarantor, the Company or the Trust or any of the their respective officers, directors, trustees or controlling persons, and will survive delivery of and payment for the Preferred Securities. The provisions of Sections 7, 7 and 8 and 9 hereof shall survive the termination or cancellation of this Purchase Agreement.

Termination; Representations and Indemnities to Survive. This Purchase Agreement shall be subject to termination in the reasonable absolute discretion of the Purchaser, exercised in good faith, by written notice given to the Guarantor, the Company and the Trust prior to delivery of and payment for the Preferred SecuritiesSenior Notes, if prior to such time (i) a downgrading shall have occurred in the rating accorded the GuarantorCompany’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is used by the Commission in Rule 15c3153-1(c)(2)(vi)(F) under the Exchange Act, or such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the GuarantorCompany’s debt securities or preferred stocksecurities, (ii) the Company shall be unable to sell and deliver to the Purchaser at least Thirty Million Dollars ($30,000,000) in aggregate principal amount of the Senior Notes, (iii) a suspension or material limitation in trading in securities generally shall have occurred on the New York Stock Exchange, (iiiiv) a suspension or material limitation in trading in any of the GuarantorCompany’s securities shall have occurred on the exchange or quotation system upon which the Guarantor’s Company’ securities are traded, if any, (ivv) a general moratorium on commercial business activities shall have been declared either by federal authorities or Delaware authorities, (vvi) there shall have occurred any outbreak or escalation of hostilities, or declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the Purchaser’s reasonable judgment, impracticable or inadvisable to proceed with the offering or delivery purchase of the Preferred SecuritiesSenior Notes or (vii) the Company shall be unable to cause the Redemption to occur, including, without limitation, the payment of the Redemption Price. The respective agreements, representations, warranties, indemnities and other statements of the Guarantor, the Company and the Trust or their respective its officers or trustees and of the Purchaser set forth in or made pursuant to this Purchase Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Purchaser, the Guarantor, Purchaser or the Company or the Trust or any of the their respective officers, directors, trustees directors or controlling persons, and will survive delivery of and payment for the Preferred SecuritiesSenior Notes. The provisions of Sections 7, 7 and 8 and 9 hereof shall survive the termination or cancellation of this Purchase Agreement.

Termination; Representations and Indemnities to Survive. This Purchase Agreement shall be subject to termination in the reasonable absolute discretion of the Purchaser, exercised in good faith, by written notice given to the Guarantor, the Company and the Trust prior to delivery of and payment for the Preferred Securities, if prior to such time (i) a downgrading shall have occurred in the rating accorded the GuarantorCompany’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is used by the Commission in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, or such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the GuarantorCompany’s debt securities or preferred stock, (ii) the Trust shall be unable to sell and deliver to the Purchaser at least $26,250,000 stated liquidation value of Preferred Securities, (iii) a suspension or material limitation in trading in securities generally shall have occurred on the New York Stock Exchange, (iiiiv) a suspension or material limitation in trading in any of the GuarantorCompany’s securities shall have occurred on the exchange or quotation system upon which the Guarantor’s Company’ securities are traded, if any, (iv) a general moratorium on commercial business activities shall have been declared either by federal authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the Purchaser’s reasonable judgment, impracticable or inadvisable to proceed with the offering or delivery of the Preferred Securities. The respective agreements, representations, warranties, indemnities and other statements of the Guarantor, the Company and the Trust or their respective officers or trustees and of the Purchaser set forth in or made pursuant to this Purchase Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Purchaser, the Guarantor, the Company or the Trust or any of the their respective officers, directors, trustees or controlling persons, and will survive delivery of and payment for the Preferred Securities. The provisions of Sections 7, 7 and 8 and 9 hereof shall survive the termination or cancellation of this Purchase Agreement.

Termination; Representations and Indemnities to Survive. This Purchase Agreement shall be subject to termination in the reasonable absolute discretion of the Purchaser, exercised in good faith, by written notice given to the Guarantor, the Company and the Trust prior to delivery of and payment for the Preferred Securities, if prior to such time (i) a downgrading shall have occurred in the rating accorded the Guarantor’s Company's debt securities or preferred stock by any “"nationally recognized statistical rating organization,” " as that term is used by the Commission in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, or such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the Guarantor’s Company's debt securities or preferred stock, (ii) the Trust shall be unable to sell and deliver to the Purchaser at least $40,000,000 stated liquidation value of Preferred Securities, (iii) a suspension or material limitation in trading in securities generally shall have occurred on the New York Stock Exchange, (iiiiv) a suspension or material limitation in trading in any of the Guarantor’s Company's securities shall have occurred on the exchange or quotation system upon which the Guarantor’s Company' securities are traded, if any, (ivv) a general moratorium on commercial business activities shall have been declared either by federal or applicable state authorities or (vvi) there shall have occurred any outbreak or escalation of hostilities, or declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the Purchaser’s reasonable 's judgment, impracticable or inadvisable to proceed with the offering or delivery of the Preferred Securities. The respective agreements, representations, warranties, indemnities and other statements of the Guarantor, the Company and the Trust or their respective officers or trustees and of the Purchaser set forth in or made pursuant to this Purchase Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Purchaser, the Guarantor, the Company or the Trust or any of the their respective officers, directors, trustees or controlling persons, and will survive delivery of and payment for the Preferred Securities. The provisions of Sections 7, 7 and 8 and 9 hereof shall survive the termination or cancellation of this Purchase Agreement.

Termination; Representations and Indemnities to Survive. This Purchase Agreement shall be subject to termination in the reasonable absolute discretion of the Purchaser, exercised in good faith, by written notice given to the Guarantor, the Company and the Trust prior to delivery of and payment for the Preferred Securities, if prior to such time (i) a downgrading shall have occurred in the rating accorded the GuarantorCompany’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is used by the Commission in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, or such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the GuarantorCompany’s debt securities or preferred stock, (ii) the Trust shall be unable to sell and deliver to the Purchaser at least $75,000,000 in stated liquidation value of Preferred Securities, (iii) a suspension or material limitation in trading in securities generally shall have occurred on the New York Stock Exchange, (iiiiv) a suspension or material limitation in trading in any of the GuarantorCompany’s securities shall have occurred on the exchange or quotation system upon which the Guarantor’s Company’ securities are traded, if any, (ivv) a general moratorium on commercial business activities shall have been declared either by federal federal, California or Maryland authorities or (vvi) there shall have occurred any outbreak or escalation of hostilities, or declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the Purchaser’s reasonable judgment, impracticable or inadvisable to proceed with the offering or delivery of the Preferred Securities. The respective agreements, representations, warranties, indemnities and other statements of the Guarantor, the Company and the Trust or their respective officers or trustees and of the Purchaser set forth in or made pursuant to this Purchase Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Purchaser, the Guarantor, the Company or the Trust or any of the their respective officers, directors, trustees or controlling persons, and will survive delivery of and payment for the Preferred Securities. The provisions of Sections 7, 7 and 8 and 9 hereof shall survive the termination or cancellation of this Purchase Agreement.

Termination; Representations and Indemnities to Survive. This Purchase Agreement shall be subject to termination in the reasonable absolute discretion of the Purchaser, exercised in good faith, by written notice given to the Guarantor, the Company and the Trust prior to delivery of and payment for the Preferred Securities, if prior to such time (i) a downgrading shall have occurred in the rating accorded the GuarantorCompany’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is used by the Commission in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, or such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the GuarantorCompany’s debt securities or preferred stock, (ii) the Trust shall be unable to sell and deliver to the Purchaser at least Twenty-Eight Million One Hundred Twenty-Five Thousand Dollars ($28,125,000) in aggregate stated liquidation amount of the Preferred Securities, (iii) a suspension or material limitation in trading in securities generally shall have occurred on the New York Stock Exchange, (iiiiv) a suspension or material limitation in trading in any of the GuarantorCompany’s securities shall have occurred on the exchange or quotation system upon which the Guarantor’s Company’ securities are traded, if any, (ivv) a general moratorium on commercial business activities shall have been declared either by federal or Delaware authorities or (vvi) there shall have occurred any outbreak or escalation of hostilities, or declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the Purchaser’s reasonable judgment, impracticable or inadvisable to proceed with the offering or delivery purchase of the Preferred Securities. The respective agreements, representations, warranties, indemnities and other statements of the Guarantor, the Company and the Trust or their respective officers or trustees and of the Purchaser set forth in or made pursuant to this Purchase Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Purchaser, the Guarantor, the Company or the Trust or any of the their respective officers, directors, trustees or controlling persons, and will survive delivery of and payment for the Preferred Securities. The provisions of Sections 7, 7 and 8 and 9 hereof shall survive the termination or cancellation of this Purchase Agreement.

Termination; Representations and Indemnities to Survive. This Purchase Agreement shall be subject to termination in the reasonable absolute discretion of the Purchaser, exercised in good faith, by written notice given to the Guarantor, the Company and the Trust prior to delivery of and payment for the Preferred Securities, if prior to such time (i) a downgrading shall have occurred in the rating accorded the GuarantorCompany’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is used by the Commission in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, or such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the GuarantorCompany’s debt securities or preferred stock, (ii) the Company shall be unable to sell and deliver to the Purchaser at least $25,000,000 stated liquidation value of Securities, (iii) a suspension or material limitation in trading in securities generally shall have occurred on the New York Stock Exchange, (iiiiv) a suspension or material limitation in trading in any of the GuarantorCompany’s securities shall have occurred on the exchange or quotation system upon which the Guarantor’s Company’ securities are traded, if any, (ivv) a general moratorium on commercial business activities shall have been declared either by federal or Delaware authorities or (vvi) there shall have occurred any outbreak or escalation of hostilities, or declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the Purchaser’s reasonable judgment, impracticable or inadvisable to proceed with the offering or delivery of the Preferred Securities. The respective agreements, representations, warranties, indemnities and other statements of the Guarantor, the Company and the Trust or their respective its officers or trustees and of the Purchaser set forth in or made pursuant to this Purchase Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Purchaser, the Guarantor, the Company or the Trust or any of the their respective officers, directors, trustees or controlling persons, and will survive delivery of and payment for the Preferred Securities. The provisions of Sections 7, 7 and 8 and 9 hereof shall survive the termination or cancellation of this Purchase Agreement.

Termination; Representations and Indemnities to Survive. This Purchase Agreement shall be subject to termination in the reasonable absolute discretion of the Purchaser, exercised in good faith, by written notice given to the Guarantor, the Company and the Trust prior to delivery of and payment for the Preferred Securities, if prior to such time (i) a downgrading shall have occurred in the rating accorded the Guarantor’s 's or the Company's debt securities or preferred stock by any “"nationally recognized statistical rating organization,” " as that term is used by the Commission in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, or such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the Guarantor’s 's or the Company's debt securities or preferred stock, (ii) the Trust shall be unable to sell and deliver to the Purchaser at least $30,000,000 stated liquidation value of Preferred Securities, (iii) a suspension or material limitation in trading in securities generally shall have occurred on the New York Stock Exchange, (iii) a suspension or material limitation in trading in any of the Guarantor’s securities shall have occurred on the exchange or quotation system upon which the Guarantor’s securities are traded, if any, (iv) a general moratorium on commercial business activities shall have been declared either by federal federal, Delaware or Maryland authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the Purchaser’s reasonable 's judgment, impracticable or inadvisable to proceed with the offering or delivery of the Preferred Securities. The respective agreements, representations, warranties, indemnities and other statements of the Guarantor, the Company and the Trust or their respective officers or trustees and of the Purchaser set forth in or made pursuant to this Purchase Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Purchaser, the Guarantor, the Company or the Trust or any of the their respective officers, directors, trustees or controlling persons, and will survive delivery of and payment for the Preferred Securities. The provisions of Sections 7, 7 and 8 and 9 hereof shall survive the termination or cancellation of this Purchase Agreement.

Termination; Representations and Indemnities to Survive. This Purchase Agreement shall be subject to termination in the reasonable absolute discretion of the Purchaser, exercised in good faith, by written notice given to the GuarantorCompany, the Company Guarantor and the Trust prior to delivery of and payment for the Preferred Securities, if prior to such time (i) a downgrading shall have occurred in the rating accorded the GuarantorCompany’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is used by the Commission in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, or such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the GuarantorCompany’s debt securities or preferred stock, (ii) the Trust shall be unable to sell and deliver to the Purchaser at least $35,000,000 stated liquidation value of Preferred Securities, (iii) a suspension or material limitation in trading in securities generally shall have occurred on the New York Stock Exchange, (iiiiv) a suspension or material limitation in trading in any of the Guarantor’s securities shall have occurred on the exchange or quotation system upon which the Guarantor’s securities are traded, if any, (ivv) a general moratorium on commercial business activities shall have been declared either by federal or applicable state authorities or (vvi) there shall have occurred any outbreak or escalation of hostilities, or declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the Purchaser’s reasonable judgment, impracticable or inadvisable to proceed with the offering or delivery of the Preferred Securities. The respective agreements, representations, warranties, indemnities and other statements of the GuarantorCompany, the Company Guarantor and the Trust or their respective officers or trustees and of the Purchaser set forth in or made pursuant to this Purchase Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Purchaser, the GuarantorCompany, the Company Guarantor or the Trust or any of the their respective officers, directors, trustees or controlling persons, and will survive delivery of and payment for the Preferred Securities. The provisions of Sections 7, 7 and 8 and 9 hereof shall survive the termination or cancellation of this Purchase Agreement.

Termination; Representations and Indemnities to Survive. This Purchase Agreement shall be subject to termination in the reasonable discretion of the Purchaser, exercised in good faith, by written notice given to the Guarantor, the Company and the Trust prior to delivery of and payment for the Preferred Securities, if prior to such time (i) a downgrading shall have occurred in the rating accorded the GuarantorCompany’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is used by the Commission in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, or such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the GuarantorCompany’s debt securities or preferred stock, (ii) the Trust shall be unable to sell and deliver to the Purchaser at least $15,000,000 stated liquidation value of Preferred Securities, (iii) a suspension or material limitation in trading in securities generally shall have occurred on the New York Stock Exchange, (iiiiv) a suspension or material limitation in trading in any of the GuarantorCompany’s securities shall have occurred on the exchange or quotation system upon which the Guarantor’s Company’ securities are traded, if any, (iv) a general moratorium on commercial business activities shall have been declared either by federal authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the Purchaser’s reasonable judgment, impracticable or inadvisable to proceed with the offering or delivery of the Preferred Securities. The respective agreements, representations, warranties, indemnities and other statements of the Guarantor, the Company and the Trust or their respective officers officers, partners or trustees and of the Purchaser set forth in or made pursuant to this Purchase Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Purchaser, the Guarantor, the Company or the Trust or any of the their respective officers, directors, partners, trustees or controlling persons, and will survive delivery of and payment for the Preferred SecuritiesSecurities for a period of five (5) years after the Closing Date. The provisions of Sections 7, 7 and 8 and 9 hereof shall survive the termination or cancellation of this Purchase Agreement.

Termination; Representations and Indemnities to Survive. This Purchase Agreement shall be subject to termination in the reasonable absolute discretion of the Purchaser, exercised in good faith, by written notice given to the Guarantor, the Company and the Trust prior to delivery of and payment for the Preferred Securities, if prior to such time (i) a downgrading shall have occurred in the rating accorded the GuarantorCompany’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is used by the Commission in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, or such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the GuarantorCompany’s debt securities or preferred stocksecurities, (ii) the Company shall be unable to sell and deliver to the Purchaser at least $50,000,000 in stated liquidation value of Securities, (iii) a suspension or material limitation in trading in securities generally shall have occurred on the New York Stock Exchange, (iiiiv) a suspension or material limitation in trading in any of the GuarantorCompany’s securities shall have occurred on the exchange or quotation system upon which the Guarantor’s Company’ securities are traded, if any, (ivv) a general moratorium on commercial business activities shall have been declared either by federal federal, California or Maryland authorities or (vvi) there shall have occurred any outbreak or escalation of hostilities, or declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the Purchaser’s reasonable judgment, impracticable or inadvisable to proceed with the offering or delivery of the Preferred Securities. The respective agreements, representations, warranties, indemnities and other statements of the Guarantor, the Company and the Trust or their respective its officers or trustees and of the Purchaser set forth in or made pursuant to this Purchase Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Purchaser, the Guarantor, Purchaser or the Company or the Trust or any of the their respective officers, directors, trustees directors or controlling persons, and will survive delivery of and payment for the Preferred Securities. The provisions of Sections 7, 7 and 8 and 9 hereof shall survive the termination or cancellation of this Purchase Agreement.

Termination; Representations and Indemnities to Survive. This Purchase Agreement shall be subject to termination in the reasonable absolute discretion of the Purchaser, exercised in good faith, by written notice given to the Guarantor, the Company and the Trust prior to delivery of and payment for the Preferred SecuritiesNotes, if prior to such time (i) a downgrading shall have occurred in the rating accorded the GuarantorCompany’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is used by the Commission in Rule 15c3-1(c)(2)(vi)(Fl(c)(2)(vi)(F) under the Exchange Act, or such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the GuarantorCompany’s debt securities or preferred stocksecurities, (ii) the Company shall be unable to sell and deliver to the Purchaser at least Thirty Million Dollars ($30,000,000) in aggregate principal amount of the Notes, (iii) a suspension or material limitation in trading in securities generally shall have occurred on the New York Stock Exchange, (iiiiv) a suspension or material limitation in trading in any of the GuarantorCompany’s securities shall have occurred on the exchange or quotation system upon which the Guarantor’s Company’ securities are traded, if any, (ivv) a general moratorium on commercial business activities shall have been declared either by federal or Delaware authorities or (vvi) there shall have occurred any outbreak or escalation of hostilities, or declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the Purchaser’s reasonable judgment, impracticable or inadvisable to proceed with the offering or delivery purchase of the Preferred SecuritiesNotes. The respective agreements, representations, warranties, indemnities and other statements of the Guarantor, the Company and the Trust or their respective its officers or trustees and of the Purchaser set forth in or made pursuant to this Purchase Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Purchaser, the Guarantor, Purchaser or the Company or the Trust or any of the their respective officers, directors, trustees directors or controlling persons, and will survive delivery of and payment for the Preferred SecuritiesNotes. The provisions of Sections 7, 7 and 8 and 9 hereof shall survive the termination or cancellation of this Purchase Agreement.. 16

Termination; Representations and Indemnities to Survive. This Purchase Agreement shall be subject to termination in the reasonable absolute discretion of the Purchaser, exercised in good faith, by written notice given to the Guarantor, the Company and the Trust prior to delivery of and payment for the Preferred Securities, if prior to such time (i) a downgrading shall have occurred in the rating accorded the GuarantorCompany’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is used by the Commission in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, or such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the GuarantorCompany’s debt securities or preferred stock, (ii) the Trust shall be unable to sell and deliver to the Purchaser at least $25,000,000 stated liquidation value of Preferred Securities, (iii) a suspension or material limitation in trading in securities generally shall have occurred on the New York Stock Exchange, (iiiiv) a suspension or material limitation in trading in any of the GuarantorCompany’s securities shall have occurred on the exchange or quotation system upon which the Guarantor’s Company’ securities are traded, if any, (ivv) a general moratorium on commercial business activities shall have been declared either by federal or applicable state authorities or (vvi) there shall have occurred any outbreak or escalation of hostilities, or declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the Purchaser’s reasonable judgment, impracticable or inadvisable to proceed with the offering or delivery of the Preferred Securities. The respective agreements, representations, warranties, indemnities and other statements of the Guarantor, the Company and the Trust or their respective officers or trustees and of the Purchaser set forth in or made pursuant to this Purchase Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Purchaser, the Guarantor, the Company or the Trust or any of the their respective officers, directors, trustees or controlling persons, and will survive delivery of and payment for the Preferred Securities. The provisions of Sections 7, 7 and 8 and 9 hereof shall survive the termination or cancellation of this Purchase Agreement.

Termination; Representations and Indemnities to Survive. This Purchase Agreement shall be subject to termination in the reasonable absolute discretion of the Purchaser, exercised in good faith, by written notice given to the Guarantor, the Company and the Trust prior to delivery of and payment for the Preferred Securities, if prior to such time (i) a downgrading shall have occurred in the rating accorded the GuarantorCompany’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is used by the Commission in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, or such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the GuarantorCompany’s debt securities or preferred stock, (ii) the Trust shall be unable to sell and deliver to the Purchaser at least $50,000,000 stated liquidation value of Preferred Securities, (iii) a suspension or material limitation in trading in securities generally shall have occurred on the New York Stock Exchange, (iiiiv) a suspension or material limitation in trading in any of the GuarantorCompany’s securities shall have occurred on the exchange or quotation system upon which the Guarantor’s Company’ securities are traded, if any, (iv) a general moratorium on commercial business activities shall have been declared either by federal authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the Purchaser’s reasonable judgment, impracticable or inadvisable to proceed with the offering or delivery of the Preferred Securities. The respective agreements, representations, warranties, indemnities and other statements of the Guarantor, the Company and the Trust or their respective officers or trustees and of the Purchaser set forth in or made pursuant to this Purchase Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Purchaser, the Guarantor, the Company or the Trust or any of the their respective officers, directors, trustees or controlling persons, and will survive delivery of and payment for the Preferred Securities. The provisions of Sections 7, 7 and 8 and 9 hereof shall survive the termination or cancellation of this Purchase Agreement.

Termination; Representations and Indemnities to Survive. This Purchase Agreement shall be subject to termination in the reasonable absolute discretion of the Purchaser, exercised in good faith, by written notice given to the GuarantorCompany, the Company Reading NZ and the Trust prior to delivery of and payment for the Preferred Securities, if prior to such time (i) a downgrading shall have occurred in the rating accorded the GuarantorCompany’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is used by the Commission in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, or such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the GuarantorCompany’s debt securities or preferred stock, (ii) the Trust shall be unable to sell and deliver to the Purchaser at least $50,000,000 stated liquidation value of Preferred Securities, (iii) a suspension or material limitation in trading in securities generally shall have occurred on the New York Stock Exchange, (iiiiv) a suspension or material limitation in trading in any of the GuarantorCompany’s securities shall have occurred on the exchange or quotation system upon which the GuarantorCompany’s securities are traded, if any, (ivv) a general moratorium on commercial business activities shall have been declared either by federal or applicable state authorities or (vvi) there shall have occurred any outbreak or escalation of hostilities, or declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the Purchaser’s reasonable judgment, impracticable or inadvisable to proceed with the offering or delivery of the Preferred Securities. The respective agreements, representations, warranties, indemnities and other statements of the GuarantorCompany, the Company Reading NZ and the Trust or their respective officers or trustees and of the Purchaser set forth in or made pursuant to this Purchase Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Purchaser, the GuarantorCompany, the Company Reading NZ or the Trust or any of the their respective officers, directors, trustees or controlling persons, and will survive delivery of and payment for the Preferred Securities. The provisions of Sections 7, 7 and 8 and 9 hereof shall survive the termination or cancellation of this Purchase Agreement.

Termination; Representations and Indemnities to Survive. This Purchase Agreement shall be subject to termination in the reasonable absolute discretion of the Purchaser, exercised in good faith, by written notice given to the Guarantor, the Company and the Trust prior to delivery of and payment for the Preferred Securities, if prior to such time (i) a downgrading shall have occurred in the rating accorded the GuarantorCompany’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is used by the Commission in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, or such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the GuarantorCompany’s debt securities or preferred stock, (ii) the Trust shall be unable to sell and deliver to the Purchaser at least $50,000,000 stated liquidation value of Preferred Securities, (iii) a suspension or material limitation in trading in securities generally shall have occurred on the New York Stock Exchange, (iiiiv) a suspension or material limitation in trading in any of the GuarantorCompany’s securities shall have occurred on the exchange or quotation system upon which the Guarantor’s Company’ securities are traded, if any, (ivv) a general moratorium on commercial business activities shall have been declared either by federal or Delaware authorities or (vvi) there shall have occurred any outbreak or escalation of hostilities, or declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the Purchaser’s reasonable judgment, impracticable or inadvisable to proceed with the offering or delivery of the Preferred Securities. The respective agreements, representations, warranties, indemnities and other statements of the Guarantor, the Company and the Trust or their respective officers or trustees and of the Purchaser set forth in or made pursuant to this Purchase Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Purchaser, the Guarantor, the Company or the Trust or any of the their respective officers, directors, trustees or controlling persons, and will survive delivery of and payment for the Preferred Securities. The provisions of Sections 7, 7 and 8 and 9 hereof shall survive the termination or cancellation of this Purchase Agreement.

Termination; Representations and Indemnities to Survive. This Purchase Agreement shall be subject to termination in the reasonable absolute discretion of the Purchaser, exercised in good faith, by written notice given to the Guarantor, the Company and the Trust prior to delivery of and payment for the Preferred Securities, if prior to such time (i) a downgrading shall have occurred in the rating accorded the GuarantorCompany’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is used by the Commission in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, or such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the GuarantorCompany’s debt securities or preferred stock, (ii) the Trust shall be unable to sell and deliver to the Purchaser at least $36,250,000 stated liquidation value of Preferred Securities, (iii) a suspension or material limitation in trading in securities generally shall have occurred on the New York Stock Exchange, (iiiiv) a suspension or material limitation in trading in any of the GuarantorCompany’s securities shall have occurred on the exchange or quotation system upon which the Guarantor’s Company’ securities are traded, if any, (ivv) a general moratorium on commercial business activities shall have been declared either by federal or Maryland authorities or (vvi) there shall have occurred any outbreak or escalation of hostilities, or declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the Purchaser’s reasonable judgment, impracticable or inadvisable to proceed with the offering or delivery of the Preferred Securities. The respective agreements, representations, warranties, indemnities and other statements of the Guarantor, the Company and the Trust or their respective officers or trustees and of the Purchaser set forth in or made pursuant to this Purchase Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Purchaser, the Guarantor, the Company or the Trust or any of the their respective officers, directors, trustees or controlling persons, and will survive delivery of and payment for the Preferred Securities. The provisions of Sections 7, 7 and 8 and 9 hereof shall survive the termination or cancellation of this Purchase Agreement.

Termination; Representations and Indemnities to Survive. This Purchase Agreement shall be subject to termination in the reasonable absolute discretion of the Purchaser, exercised in good faith, by written notice given to the Guarantor, the Company and the Trust prior to delivery of and payment for the Preferred Securities, if prior to such time (i) a downgrading shall have occurred in the rating accorded the Guarantor’s Company's debt securities or preferred stock by any “"nationally recognized statistical rating organization,” " as that term is used by the Commission in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, or such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the Guarantor’s Company's debt securities or preferred stock, (ii) the Trust shall be unable to sell and deliver to the Purchaser at least $50,000,000 stated liquidation value of Preferred Securities, (iii) a suspension or material limitation in trading in securities generally shall have occurred on the New York Stock Exchange, (iiiiv) a suspension or material limitation in trading in any of the Guarantor’s Company's securities shall have occurred on the exchange or quotation system upon which the Guarantor’s Company' securities are traded, if any, (ivv) a general moratorium on commercial business activities shall have been declared either by federal or Maryland authorities or (vvi) there shall have occurred any outbreak or escalation of hostilities, or declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the Purchaser’s 's reasonable judgment, impracticable or inadvisable to proceed with the offering or delivery of the Preferred Securities. The respective agreements, representations, warranties, indemnities and other statements of the Guarantor, the Company and the Trust or their respective officers or trustees and of the Purchaser set forth in or made pursuant to this Purchase Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Purchaser, the Guarantor, the Company or the Trust or any of the their respective officers, directors, trustees or controlling persons, and will survive delivery of and payment for the Preferred Securities. The provisions of Sections 7, 7 and 8 and 9 hereof shall survive the termination or cancellation of this Purchase Agreement.

Termination; Representations and Indemnities to Survive. This Purchase Agreement shall be subject to termination in the reasonable absolute discretion of the Purchaser, exercised in good faith, by written notice given to the Guarantor, the Company and the Trust prior to delivery of and payment for the Preferred Securities, if prior to such time (i) a downgrading shall have occurred in the rating accorded the GuarantorCompany’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is used by the Commission in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, or such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the GuarantorCompany’s debt securities or preferred stock, (ii) the Trust shall be unable to sell and deliver to the Purchaser at least Fifty Million Dollars ($50,000,000) in aggregate stated liquidation amount of the Preferred Securities, (iii) a suspension or material limitation in trading in securities generally shall have occurred on the New York Stock Exchange, (iiiiv) a suspension or material limitation in trading in any of the GuarantorCompany’s securities shall have occurred on the exchange or quotation system upon which the Guarantor’s Company’ securities are traded, if any, (ivv) a general moratorium on commercial business activities shall have been declared either by federal or Maryland authorities or (vvi) there shall have occurred any outbreak or escalation of hostilities, or declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the Purchaser’s reasonable judgment, impracticable or inadvisable to proceed with the offering or delivery purchase of the Preferred Securities. The respective agreements, representations, warranties, indemnities and other statements of the Guarantor, the Company and the Trust or their respective officers or trustees and of the Purchaser set forth in or made pursuant to this Purchase Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Purchaser, the Guarantor, the Company or the Trust or any of the their respective officers, directors, trustees or controlling persons, and will survive delivery of and payment for the Preferred Securities. The provisions of Sections 7, 7 and 8 and 9 hereof shall survive the termination or cancellation of this Purchase Agreement.

Termination; Representations and Indemnities to Survive. This Purchase Agreement shall be subject to termination in the reasonable absolute discretion of the Purchaser, exercised in good faith, by written notice given to the GuarantorParent REIT, the Company and the Trust prior to delivery of and payment for the Preferred Securities, if prior to such time (i) a downgrading shall have occurred in the rating accorded the Guarantor’s Parent REIT's debt securities or preferred stock by any “"nationally recognized statistical rating organization,” " as that term is used by the Commission in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, or such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the Guarantor’s Parent REIT's debt securities or preferred stock, (ii) the Trust shall be unable to sell and deliver to the Purchaser at least $50,000,000 stated liquidation value of Preferred Securities, (iii) a suspension or material limitation in trading in securities generally shall have occurred on the New York Stock Exchange, (iiiiv) a suspension or material limitation in trading in any of the Guarantor’s Parent REIT's securities shall have occurred on the exchange or quotation system upon which the Guarantor’s securities are traded, if anyNew York Stock Exchange, (ivv) a general moratorium on commercial business activities shall have been declared either by federal or Tennessee authorities or (vvi) there shall have occurred any outbreak or escalation of hostilities, or declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the Purchaser’s reasonable 's judgment, impracticable or inadvisable to proceed with the offering or delivery of the Preferred Securities. The respective agreements, representations, warranties, indemnities and other statements of the GuarantorParent REIT, the Company and the Trust or their respective officers or trustees and of the Purchaser set forth in or made pursuant to this Purchase Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Purchaser, the GuarantorParent REIT, the Company or the Trust or any of the their respective officers, directors, trustees or controlling persons, and will survive delivery of and payment for the Preferred Securities. The provisions of Sections 7, 7 and 8 and 9 hereof shall survive the termination or cancellation of this Purchase Agreement.

Termination; Representations and Indemnities to Survive. This Purchase Agreement shall be subject to termination in the reasonable absolute discretion of the Purchaser, exercised in good faith, by written notice given to the Guarantor, the Company and the Trust prior to delivery of and payment for the Preferred Securities, if prior to such time (i) a downgrading shall have occurred in the rating accorded the GuarantorCompany’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is used by the Commission in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, or such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the GuarantorCompany’s debt securities or preferred stock, (ii) the Company shall be unable to sell and deliver to the Purchaser at least $75,000,000 stated liquidation value of Securities, (iii) a suspension or material limitation in trading in securities generally shall have occurred on the New York Stock Exchange, (iiiiv) a suspension or material limitation in trading in any of the GuarantorCompany’s securities shall have occurred on the exchange or quotation system upon which the Guarantor’s Company’ securities are traded, if any, (ivv) a general moratorium on commercial business activities shall have been declared either by federal or Delaware authorities or (vvi) there shall have occurred any outbreak or escalation of hostilities, or declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the Purchaser’s reasonable judgment, impracticable or inadvisable to proceed with the offering or delivery of the Preferred Securities. The respective agreements, representations, warranties, indemnities and other statements of the Guarantor, the Company and the Trust or their respective its officers or trustees and of the Purchaser set forth in or made pursuant to this Purchase Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Purchaser, the Guarantor, the Company or the Trust or any of the their respective officers, directors, trustees or controlling persons, and will survive delivery of and payment for the Preferred Securities. The provisions of Sections 7, 7 and 8 and 9 hereof shall survive the termination or cancellation of this Purchase Agreement.

Termination; Representations and Indemnities to Survive. This Purchase Agreement shall be subject to termination in the reasonable absolute discretion of the Purchaser, exercised in good faith, by written notice given to the Guarantor, the Company and the Trust prior to delivery of and payment for the Preferred Securities, if prior to such time (i) a downgrading shall have occurred in the rating accorded the GuarantorCompany’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is used by the Commission in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, or such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the GuarantorCompany’s debt securities or preferred stock, (ii) the Trust shall be unable to sell and deliver to the Purchaser at least $26,250,000 stated liquidation value of Preferred Securities, (iii) a suspension or material limitation in trading in securities generally shall have occurred on the New York Stock Exchange, (iiiiv) a suspension or material limitation in trading in any of the GuarantorCompany’s securities shall have occurred on the exchange or quotation system upon which the Guarantor’s Company’ securities are traded, if any, (ivv) a general moratorium on commercial business activities shall have been declared either by federal or Texas authorities or (vvi) there shall have occurred any outbreak or escalation of hostilities, or declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the Purchaser’s reasonable judgment, impracticable or inadvisable to proceed with the offering or delivery of the Preferred Securities. The respective agreements, representations, warranties, indemnities and other statements of the Guarantor, the Company and the Trust or their respective officers or trustees and of the Purchaser set forth in or made pursuant to this Purchase Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Purchaser, the Guarantor, the Company or the Trust or any of the their respective officers, directors, trustees or controlling persons, and will survive delivery of and payment for the Preferred Securities. The provisions of Sections 7, 7 and 8 and 9 hereof shall survive the termination or cancellation of this Purchase Agreement.

Termination; Representations and Indemnities to Survive. This Purchase Agreement shall be subject to termination in the reasonable absolute discretion of the Purchaser, exercised in good faith, by written notice given to the GuarantorCompany, the Company Guarantor and the Trust prior to delivery of and payment for the Preferred Securities, if prior to such time (i) a downgrading shall have occurred in the rating accorded the GuarantorCompany’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is used by the Commission in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, or such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the GuarantorCompany’s debt securities or preferred stock, (ii) the Trust shall be unable to sell and deliver to the Purchaser at least $50,000,000 stated liquidation value of Preferred Securities, (iii) a suspension or material limitation in trading in securities generally shall have occurred on the New York Stock Exchange, (iiiiv) a suspension or material limitation in trading in any of the Guarantor’s securities shall have occurred on the exchange or quotation system upon which the Guarantor’s securities are traded, if any, (ivv) a general moratorium on commercial business activities shall have been declared either by federal or Missouri authorities or (vvi) there shall have occurred any outbreak or escalation of hostilities, or declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the Purchaser’s reasonable judgment, impracticable or inadvisable to proceed with the offering or delivery of the Preferred Securities. The respective agreements, representations, warranties, indemnities and other statements of the GuarantorCompany, the Company Guarantor and the Trust or their respective officers or trustees and of the Purchaser set forth in or made pursuant to this Purchase Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Purchaser, the GuarantorCompany, the Company Guarantor or the Trust or any of the their respective officers, directors, trustees or controlling persons, and will survive delivery of and payment for the Preferred Securities. The provisions of Sections 7, 7 and 8 and 9 hereof shall survive the termination or cancellation of this Purchase Agreement.

Termination; Representations and Indemnities to Survive. This Purchase Agreement shall be subject to termination in the reasonable absolute discretion of the Purchaser, exercised in good faith, by written notice given to the Guarantor, the Company and the Trust prior to delivery of and payment for the Preferred Securities, if prior to such time (i) a downgrading shall have occurred in the rating accorded the GuarantorCompany’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is used by the Commission in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, or such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the GuarantorCompany’s debt securities or preferred stock, (ii) the Trust shall be unable to sell and deliver to the Purchaser at least $5,000,000 stated liquidation value of Preferred Securities, (iii) a suspension or material limitation in trading in securities generally shall have occurred on the New York Stock Exchange, (iiiiv) a suspension or material limitation in trading in any of the GuarantorCompany’s securities shall have occurred on the exchange or quotation system upon which the Guarantor’s Company’ securities are traded, if any, (ivv) a general moratorium on commercial business activities shall have been declared either by federal or applicable state authorities or (vvi) there shall have occurred any outbreak or escalation of hostilities, or declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the Purchaser’s reasonable judgment, impracticable or inadvisable to proceed with the offering or delivery of the Preferred Securities. The respective agreements, representations, warranties, indemnities and other statements of the Guarantor, the Company and the Trust or their respective officers or trustees and of the Purchaser set forth in or made pursuant to this Purchase Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Purchaser, the Guarantor, the Company or the Trust or any of the their respective officers, directors, trustees or controlling persons, and will survive delivery of and payment for the Preferred Securities. The provisions of Sections 7, 7 and 8 and 9 hereof shall survive the termination or cancellation of this Purchase Agreement.

Termination; Representations and Indemnities to Survive. This Purchase Agreement shall be subject to termination in the reasonable absolute discretion of the Purchaser, exercised in good faith, by written notice given to the Guarantor, the Company and the Trust prior to delivery of and payment for the Preferred Securities, if prior to such time (i) a downgrading shall have occurred in the rating accorded the GuarantorCompany’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is used by the Commission in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, or such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the GuarantorCompany’s debt securities or preferred stock, (ii) the Trust shall be unable to sell and deliver to the Purchaser at least $20,000,000 stated liquidation value of Preferred Securities, (iii) a suspension or material limitation in trading in securities generally shall have occurred on the New York Stock Exchange, (iiiiv) a suspension or material limitation in trading in any of the GuarantorCompany’s securities shall have occurred on the exchange or quotation system upon which the Guarantor’s Company’ securities are traded, if any, (iv) a general moratorium on commercial business activities shall have been declared either by federal authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the Purchaser’s reasonable judgment, impracticable or inadvisable to proceed with the offering or delivery of the Preferred Securities. The respective agreements, representations, warranties, indemnities and other statements of the Guarantor, the Company and the Trust or their respective officers or trustees and of the Purchaser set forth in or made pursuant to this Purchase Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Purchaser, the Guarantor, the Company or the Trust or any of the their respective officers, directors, trustees or controlling persons, and will survive delivery of and payment for the Preferred Securities. The provisions of Sections 7, 7 and 8 and 9 hereof shall survive the termination or cancellation of this Purchase Agreement.

Termination; Representations and Indemnities to Survive. This Purchase Agreement shall be subject to termination in the reasonable absolute discretion of the Purchaser, exercised in good faith, by written notice given to the Guarantor, the Company and the Trust prior to delivery of and payment for the Preferred Securities, if prior to such time (i) a downgrading shall have occurred in the rating accorded the Guarantor’s Company's debt securities or preferred stock stock, if any, by any “"nationally recognized statistical rating organization,” " as that term is used by the Commission in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, or such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the Guarantor’s Company's debt securities or preferred stock, if any, (ii) the Trust shall be unable to sell and deliver to the Purchaser at least $25,000,000 stated liquidation value of Preferred Securities, (iii) a suspension or material limitation in trading in securities generally shall have occurred on the New York Stock Exchange, (iiiiv) a suspension or material limitation in trading in any of the Guarantor’s Company's securities shall have occurred on the exchange or quotation system upon which the Guarantor’s securities are tradedAmerican Stock Exchange, if any, (iv) a general moratorium on commercial business activities shall have been declared either by federal authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the Purchaser’s reasonable 's judgment, impracticable or inadvisable to proceed with the offering or delivery of the Preferred Securities. The respective agreements, representations, warranties, indemnities and other statements of the Guarantor, the Company and the Trust or their respective officers or trustees and of the Purchaser set forth in or made pursuant to this Purchase Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Purchaser, the Guarantor, the Company or the Trust or any of the their respective officers, directors, trustees or controlling persons, and will survive delivery of and payment for the Preferred Securities. The provisions of Sections 7, 8 8, and 9 hereof shall survive the termination or cancellation of this Purchase Agreement.