Common use of Failure to Settle Clause in Contracts

Failure to Settle. If the Presenting Agent, at its own option, has advanced its own funds for payment against subsequent receipt of funds from the purchaser, and if the purchaser shall fail to make payment for the Certificated Note on the Closing Date therefor, the Presenting Agent will promptly notify the Trustee and the Company by telephone, promptly confirmed in writing (but no later than the next Business Day). In such event, the Company shall promptly provide the Trustee with appropriate documentation and instructions consistent with these procedures for the return of the Certificated Note to the Trustee and the Presenting Agent will promptly return such Note to the Trustee. Upon (i) confirmation from the Trustee in writing (which may be given by telex or telecopy) that the Trustee has received such Note and (ii) confirmation from the Presenting Agent in writing (which may be given by telex or telecopy) that the Presenting Agent has not received payment from the purchaser (the matters referred to in clauses (i) and (ii) are referred to hereinafter as the “Confirmations”), the Company will promptly pay to the Presenting Agent an amount in immediately available funds equal to the amount previously paid by the Presenting Agent in respect of such Certificated Note. Assuming receipt of the Certificated Note by the Trustee and of the Confirmations by the Company, such payment will be made on the Closing Date, if reasonably practical, and in any event not later than the Business Day following the date of receipt of the Certificated Note and Confirmations. If a purchaser shall fail to make payment for the Certificated Note for any reason other than the failure of the Presenting Agent to provide the necessary information to the Company as described above for settlement or to provide a confirmation to the purchaser within a reasonable period of time as described above or otherwise to satisfy its obligation hereunder or in the Agency Agreement, and if the Presenting Agent shall have otherwise complied with its obligations hereunder and in the Agency Agreement, the Company will reimburse the Presenting Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Company. Immediately upon receipt of the Certificated Note in respect of which the failure occurred, the Trustee will void such Certificated Note, make appropriate entries in its records and destroy the Certificated Note; and upon such action, the Certificated Note will be deemed not to have been issued, authenticated and delivered.

Failure to Settle. If the Presenting Agent, at its own option, has advanced its own funds for payment against subsequent receipt of funds from the purchaser, and if the purchaser shall fail to make payment for the Certificated Note on the Closing Date settlement date therefor, the Presenting Agent will promptly notify the Trustee and the Company by telephone, promptly confirmed in writing (but no later than the next Business Day). In such event, the Company shall promptly provide the Trustee with appropriate documentation and instructions consistent with these procedures for the return of the Certificated Note to the Trustee and the Presenting Agent will promptly return such the Certificated Note to the Trustee. Upon (i) confirmation from the Trustee in writing (which may be given by telex or telecopyfacsimile transmission) that the Trustee has received such the Certificated Note and upon (ii) confirmation from the Presenting Agent in writing (which may be given by telex or telecopyfacsimile transmission) that the Presenting Agent has not received payment from the purchaser (the matters referred to in clauses (i) and (ii) are referred to hereinafter as the “Confirmations”), the Company will promptly pay to the Presenting Agent an amount in immediately available funds equal to the amount previously paid by the Presenting Agent in respect of such Certificated Note. Assuming receipt of the Certificated Note by the Trustee and of the Confirmations by the Company, such payment will be made on the Closing Datesettlement date, if reasonably practical, and in any event not later than the Business Day following the date of receipt of the Certificated Note and Confirmations. If a purchaser shall fail to make payment for the Certificated Note for any reason other than the failure of the Presenting Agent to provide the necessary information to the Company as described above for settlement or to provide a confirmation to the purchaser within a reasonable period of time as described above or otherwise to satisfy its obligation hereunder or in the Agency Distribution Agreement, and if the Presenting Agent shall have otherwise complied with its obligations hereunder and in the Agency Distribution Agreement, the Company will reimburse the Presenting Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Company. Immediately upon receipt of the Certificated Note in respect of which the failure occurred, the Trustee will void such Certificated Note, make appropriate entries in its records and destroy send such cancelled Note to the Certificated NoteCompany; and upon such action, the Certificated Note will be deemed not to have been issued, authenticated and delivered.

Failure to Settle. If the Presenting Agent, at its own option, has advanced its own funds for payment against subsequent receipt of funds from the purchaser, and if the purchaser shall fail Trustee fails to make payment for the Certificated enter an SDFS deliver order with respect to a Book-Entry Note on the Closing Date thereforpursuant to Settlement Procedure G, the Presenting Agent will promptly notify the Trustee and the Company by telephonemay deliver to DTC, promptly confirmed in writing (but no later than the next Business Day). In such eventthrough DTC’s Participant Terminal System, the Company shall promptly provide the Trustee with appropriate documentation and instructions consistent with these procedures for the return of the Certificated Note as soon as practicable a withdrawal message instructing DTC to the Trustee and the Presenting Agent will promptly return debit such Note to the Trustee. Upon (i) confirmation from participant account of the Trustee in writing (which may be given by telex or telecopy) maintained at DTC. DTC will process the withdrawal message, provided that such participant account contains a principal amount of the Trustee has received Book-Entry Note representing such Note and (ii) confirmation from the Presenting Agent in writing (which may be given by telex or telecopy) that the Presenting Agent has not received payment from the purchaser (the matters referred to in clauses (i) and (ii) are referred to hereinafter as the “Confirmations”), the Company will promptly pay to the Presenting Agent an amount in immediately available funds is at least equal to the principal amount to be debited. If withdrawal messages are processed with respect to all the Notes represented by a Book-Entry Note, the Trustee will cancel and destroy such Book-Entry Note and deliver to the Company a certificate of destruction with respect to each cancelled Note. The CUSIP number assigned to such Book-Entry Note shall, in accordance with CUSIP Service Bureau procedures, be cancelled and not immediately reassigned. If withdrawal messages are processed with respect to a portion of the Notes represented by a Book-Entry Note, the Trustee will exchange such Book-Entry Note for two Book-Entry Notes, one of which shall represent the Book-Entry Notes for which withdrawal messages are processed and shall be cancelled immediately after issuance, and the other of which shall represent the other Notes previously paid represented by the Presenting Agent in respect surrendered Book-Entry Note and shall bear the CUSIP number of such Certificated the surrendered Book-Entry Note. Assuming receipt of If the Certificated purchase price for any Book-Entry Note is not timely paid to the Participants with respect to such Note by the Trustee and beneficial purchaser thereof (or a person, including an indirect participant in DTC, acting on behalf of the Confirmations by the Companysuch purchaser), such payment Participants and, in turn, the related Agent may enter SDFS deliver orders through DTC’s participant Terminal System reversing the orders entered pursuant to Settlement Procedures G and H, respectively. Thereafter, the Trustee will be made on deliver the Closing Date, if reasonably practical, withdrawal message and take the related actions described in any event not later than the Business Day following the date of receipt of the Certificated Note and Confirmationspreceding paragraph. If a purchaser such failure shall fail to make payment for the Certificated Note have occurred for any reason other than default by the failure of the Presenting applicable Agent to provide the necessary information to the Company as described above for settlement or to provide a confirmation to the purchaser within a reasonable period of time as described above or otherwise to satisfy its obligation hereunder or in the Agency Agreement, and if the Presenting Agent shall have otherwise complied with perform its obligations hereunder and in or under the Agency Distribution Agreement, the Company will reimburse the Presenting such Agent on an equitable basis for its loss of the use of funds during the period when they the funds were credited to the account of the Company. Immediately Notwithstanding the foregoing, upon receipt any failure to settle with respect to a Book-Entry Note, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of the Certificated a failure to settle with respect to a Note in respect of which the failure occurredthat was to have been represented by a Book-Entry Note also representing other Notes, the Trustee will void provide, in accordance with Settlement Procedures D and E, for the authentication and issuance of a Book-Entry Note representing such Certificated Note, remaining Notes and will make appropriate entries in its records and destroy the Certificated Note; and upon such action, the Certificated Note will be deemed not to have been issued, authenticated and deliveredrecords.

Failure to Settle. If In the Presenting Agent, at its own option, has advanced its own funds for payment against subsequent receipt event that a purchaser of funds a Note from the purchaser, and if the purchaser Corporation shall either fail to accept delivery of or make payment for the Certificated a Note on the Closing Date therefordate fixed for settlement, the Presenting Agent will promptly forthwith notify the Trustee and the Company Corporation by telephone, promptly confirmed in writing (but no later than writing, and return the next Business Day). In such event, the Company shall promptly provide the Trustee with appropriate documentation and instructions consistent with these procedures for the return of the Certificated Note to the Trustee and the Presenting Agent will promptly return such Note to the Trustee. Upon (i) confirmation The Trustee, upon receipt of the Note from the Trustee in writing (which may be given by telex or telecopy) that Agent, will immediately advise the Trustee has received such Note Corporation and (ii) confirmation from the Corporation will promptly arrange to credit the account of the Presenting Agent in writing (which may be given by telex or telecopy) that the Presenting Agent has not received payment from the purchaser (the matters referred to in clauses (i) and (ii) are referred to hereinafter as the “Confirmations”), the Company will promptly pay to the Presenting Agent an amount in of immediately available funds equal to the amount previously paid by the Presenting such Agent in respect of such Certificated settlement for the Note. Assuming receipt of the Certificated Note by the Trustee and of the Confirmations by the Company, such payment Such credits will be made on the Closing Date, settlement date if reasonably practicalpossible, and in any event not later than the Business Day following the date of receipt of settlement date; provided that the Certificated Note and ConfirmationsCorporation has received notice on the same day. If a purchaser such failure shall fail to make payment for the Certificated Note have occurred for any reason other than the failure of the Presenting by such Agent to provide the necessary information to the Company as described above for settlement or to provide a confirmation to the purchaser within a reasonable period of time as described above or otherwise to satisfy its obligation hereunder or in the Agency Agreement, and if the Presenting Agent shall have otherwise complied with perform its obligations hereunder and in or under the Agency Agreement, the Company Corporation will reimburse the Presenting such Agent on an equitable basis for its loss of the use of funds during the period when they the funds were credited to the account of the CompanyCorporation. Immediately upon receipt of the Certificated Note in respect of which the failure occurred, the Trustee will void such Certificated cancel and destroy the Note, make appropriate entries in its records to reflect the fact that the Note was never issued, and destroy accordingly notify in writing the Certificated Note; and upon such actionCorporation. An Agent will not be entitled to any commission with respect to any Note which the purchaser does not accept or make payment for. TERMS AGREEMENT AIR PRODUCTS AND CHEMICALS, INC. 7201 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Pennsylvania 18195 Attention: [Treasurer] The undersigned agrees to purchase the following principal amount of the Notes described in the Agency Agreement dated [ ], 1996 (as it may be supplemented or amended from time to time, the Certificated Note will be deemed "Agency Agreement") (all capitalized terms used but not to defined herein, shall have been issued, authenticated and delivered.the meaning specified in the Agency Agreement):

Failure to Settle. If In the Presenting Agent, at its own option, has advanced its own funds for payment against subsequent receipt event that a purchaser of funds a Note from the purchaser, and if the purchaser Company shall either fail to accept delivery of or make payment for the Certificated a Note on the Closing Date therefordate fixed for settlement, the Presenting such Agent will promptly forthwith notify the Trustee and the Company by telephone, promptly confirmed in writing (but no later than writing, and return the next Business Day). In such event, the Company shall promptly provide the Trustee with appropriate documentation and instructions consistent with these procedures for the return of the Certificated Note to the Trustee and the Presenting Agent will promptly return such Note to the Trustee. Upon (i) confirmation The Trustee, upon receipt of the Note from such Agent, will immediately advise the Trustee in writing (which may be given by telex or telecopy) that the Trustee has received such Note Company and (ii) confirmation from the Presenting Agent in writing (which may be given by telex or telecopy) that the Presenting Agent has not received payment from the purchaser (the matters referred to in clauses (i) and (ii) are referred to hereinafter as the “Confirmations”), the Company will promptly pay prompty arrange to credit the Presenting account of such Agent in an amount in of immediately available funds equal to the amount previously paid by the Presenting such Agent in respect of such Certificated settlement for the Note. Assuming receipt of the Certificated Note by the Trustee and of the Confirmations by the Company, such payment Such credits will be made on the Closing Date, settlement date if reasonably practicalpossible, and in any event not later than the Business Day following the date of receipt of settlement date; provided that the Certificated Note and ConfirmationsCompany has received notice on the same day. If a purchaser such failure shall fail to make payment for the Certificated Note have occurred for any reason other than the failure of the Presenting by such Agent to provide the necessary information to the Company as described above for settlement or to provide a confirmation to the purchaser within a reasonable period of time as described above or otherwise to satisfy its obligation hereunder or in the Agency Agreement, and if the Presenting Agent shall have otherwise complied with perform its obligations hereunder and in or under the Agency Distribution Agreement, the Company will reimburse the Presenting such Agent on an equitable basis for its loss of the use of funds during the period when they the funds were credited to the account of the Company. Immediately upon receipt of the Certificated Note in respect of which the failure occurred, the Trustee will void such Certificated cancel the Note, make appropriate entries in its records to reflect the fact that the Note was never issued, and destroy accordingly notify in writing the Certificated Note; Company. 61 EXHIBIT B UNITED CITIES GAS COMPANY ("COMPANY") MEDIUM-TERM NOTES, SERIES A TERMS AGREEMENT __________________, 19__ To: The Agent(s) identified herein Dear Sirs/Madams: The undersigned agrees to sell to the Agent(s) named below for its account, on and upon such actionsubject to the terms and conditions of the Distribution Agreement, dated November 22, 1995, between the Company, Smit▇ ▇▇▇▇▇▇ ▇▇▇., PaineWebber Incorporated and A.G. ▇▇▇▇▇▇▇ & ▇ons, Inc. ("Distribution Agreement"), the Certificated Note will be deemed not following notes ("Offered Notes"), which are a tranche of the Company's Medium-Term Notes, Series A, on the following terms: ADDITIONAL DESIGNATION: _________________. PRINCIPAL AMOUNT: $___________. INTEREST: __________% per annum, from _______________, 19__, payable semiannually on ___________ and ______________, commencing ________________, 19__, to have been issuedholders of record on the preceding Regular Record Date. MATURITY: ______________, authenticated and delivered____.