Common use of Termination of Agreement to Purchase Notes as Principal Clause in Contracts

Termination of Agreement to Purchase Notes as Principal. The Dealer(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issue) may terminate any agreement by such Dealer(s) (and any other Dealers, in the case of a syndicated issue) to purchase Notes from the Trust as principal, immediately upon written notice to the Company and the Trust, at any time on or prior to the Settlement Date relating thereto, if (i) there has been, since the time of such agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, or of the Trust, whether or not arising in the ordinary course of business, or (ii) there has occurred any material adverse change in the financial markets in the United States or any outbreak of hostilities or escalation of existing hostilities or other calamity or crisis or any similar change or similar development or event (including without limitation, an act of terrorism) involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of Dealer(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issue) after consultation with the Company), impracticable to market such Notes or enforce contracts for the sale of such Notes, (iii) trading in any securities of Protective Life Corporation, a publicly owned holding company incorporated under the laws of the State of Delaware (the "Corporation"), the Company, or Trust has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the New York Stock Exchange or the American Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by such system or by order of the Commission, the NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (iv) a banking moratorium has been declared by either Federal or New York authorities or (v) the rating assigned by any Ratings Agency to the Program, any notes issued pursuant to the Registration Statement, or any debt securities (including the Notes) of the Trust or any securities or the financial strength of the Corporation or Company as of the date of such agreement shall have been lowered or withdrawn since that date or if any Ratings Agency shall have publicly announced that it has under surveillance or review its rating of the Program, any notes issued pursuant to the Registration Statement, or any debt securities (including the Notes) of the Trust or any securities or the financial strength of the Corporation or Company; provided, however, that such agreement may not be terminated by a Dealer if such Dealer knew about any such action or announcement by any Ratings Agency prior to the date and time of the execution of this Distribution Agreement by such Dealer to purchase Notes from the Trust.

Termination of Agreement to Purchase Notes as Principal. The Dealer(sAgent(s) (which shall be or the bookrunning lead manager(s) ), in the case of a syndicated issue) may terminate any agreement by such Dealer(sAgent(s) (and any other DealersAgent(s), in the case of a syndicated issue) to purchase Notes from the Trust as principal, immediately upon written notice to the Company Trust and the TrustCompany, at any time on or prior to the Settlement Date relating thereto, if (i) there has been, since the time of such agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of (1) the Company and its subsidiaries considered as one enterprise, or of (2) the Trust, in each case, whether or not arising in the ordinary course of business, or (ii) there has occurred any material adverse change in the financial markets in the United States or any outbreak of hostilities or major escalation of existing hostilities or other calamity or crisis or any similar major change or similar development or event (including including, without limitation, an act of terrorism) involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment judgement of Dealer(sthe Agent(s) (which shall be or the bookrunning lead manager(s) ), in the case of a syndicated issue) after consultation with the Company), impracticable to market such Notes or enforce contracts for the sale of such Notes, (iii) trading in any securities of Protective Life CorporationThe Hartford Financial Services Group, a publicly owned holding company incorporated under the laws of the State of Delaware Inc. (the "CorporationCORPORATION"), the Company, or Trust has been suspended or materially limited by the Commission or the The New York Stock Exchange, or if trading generally on the The New York Stock Exchange or the American Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, in each case the effect of which is such as to make it, in the reasonable judgment of the Agent(s) (or minimum bookrunning lead manager(s), in the case of a syndicated issue) after consultation with the Company, impracticable to market such Notes or maximum prices enforce contracts for trading have the sale of such Notes, (iv) a banking moratorium has been fixed, or maximum ranges for prices for securities have been required, declared by either of said exchanges Federal or by such system or by order of the Commission, the NASD or any other governmental authority, New York authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, in each case the effect of which is such as to make it, in the reasonable judgment of the Agent(s) (ivor bookrunning lead manager(s), in the case of a syndicated issue) a banking moratorium has been declared by either Federal after consultation with the Company, impracticable to market such Notes or New York authorities enforce contracts for the sale of such Notes or (v) the rating assigned by any Ratings Agency nationally recognized statistical rating organization to the Program, any notes issued pursuant to the Registration Statement, Statement or any debt securities (including the Notes) of the Trust or any securities or the financial strength of the Corporation or Company as of the date of such agreement shall have been lowered or withdrawn since that date or if any Ratings Agency such rating organization shall have publicly announced that it has under surveillance or review its rating of the Program, any notes issued pursuant to the Registration Statement, Statement or any such debt securities (including the Notes) of the Trust or any securities or the financial strength of the Corporation or Company; provided, however, that such agreement may not be terminated by a Dealer if such Dealer knew about any such action or announcement by any Ratings Agency prior to the date and time of the execution of this Distribution Agreement by such Dealer to purchase Notes from the Trust.

Termination of Agreement to Purchase Notes as Principal. The Dealer(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issueapplicable Agent(s) may terminate any agreement by such Dealer(s) (and any other Dealers, in the case of a syndicated issueAgent(s) to purchase Notes from the Trust Company as principal, immediately upon written notice to the Company and the TrustCompany, at any time on or prior to the Settlement Date relating thereto, if (i) there has been, since the time date of such agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, or of the Trust, whether or not arising in the ordinary course of business, or (ii) there has occurred any material adverse change in the financial markets in the United States or, if such Notes are denominated and/or payable in, or indexed to, one or more foreign or composite currencies, in the international financial markets, or any outbreak of hostilities or escalation of existing hostilities thereof or other calamity or crisis or any similar change or similar development or event (including without limitation, an act of terrorism) involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of Dealer(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issue) after consultation with the Companysuch Agent(s), impracticable to market such Notes or enforce contracts for the sale of such Notes, or (iii) trading in any securities of Protective Life Corporation, a publicly owned holding company incorporated under the laws of the State of Delaware (the "Corporation"), the Company, or Trust Company has been suspended or materially limited by the Commission or the New York Stock Exchangea national securities exchange, or if trading generally on the New York Stock Exchange or the American Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by such system or by order of the Commission, the NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (iv) a banking moratorium has been declared by either Federal or New York authorities or by the relevant authorities in the country or countries of origin of any foreign or composite currency in which such Notes are denominated and/or payable, or (v) the rating assigned by any Ratings Agency nationally recognized statistical rating organization to the Program, any notes issued pursuant to the Registration Statement, Program or any debt securities (including the Notes) of the Trust or any securities or the financial strength of the Corporation or Company as of the date of such agreement shall have been lowered or withdrawn since that date or if any Ratings Agency such rating organization shall have publicly announced that it has under surveillance or review its rating of the ProgramProgram or any such debt securities, any notes issued pursuant or (vi) there shall have come to the Registration Statementattention of such Agent(s) any facts that would cause such Agent(s) to believe that the Prospectus, at the time it was required to be delivered to a purchaser of such Notes, included an untrue statement of a material fact or any debt securities (including omitted to state a material fact necessary in order to make the Notes) statements therein, in the light of the Trust or any securities or circumstances existing at the financial strength of the Corporation or Company; provided, however, that such agreement may not be terminated by a Dealer if such Dealer knew about any such action or announcement by any Ratings Agency prior to the date and time of the execution of this Distribution Agreement by such Dealer to purchase Notes from the Trustdelivery, not misleading.

Termination of Agreement to Purchase Notes as Principal. The Dealer(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issue) A Selling Agent may terminate any agreement hereunder by such Dealer(s) (and any other Dealers, in the case of a syndicated issue) Selling Agent to purchase Notes from the Trust as principal, immediately upon written notice to the Company and the Trust, at any time on or prior to the Settlement Date relating thereto, if (i) there has been, since the time of such agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, or of the Trust, whether or not arising in the ordinary course of business, or (ii) there has occurred any material adverse change in the financial markets in the United States or any outbreak of hostilities or escalation of existing hostilities or other calamity or crisis or any similar change or similar development or event (including without limitation, an act of terrorism) involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of Dealer(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issue) after consultation with the Company), impracticable to market such Notes or enforce contracts for the sale of such Notes, (iii) trading in any securities of Protective Life Corporation, a publicly owned holding company incorporated under the laws of the State of Delaware (the "Corporation"), the Company, or Trust Company has been suspended or materially limited by the Commission or the New York Stock Exchangea national securities exchange, or if trading generally on either the New York Stock Exchange or the American Nasdaq Stock Exchange or in the Nasdaq National Market has shall have been suspended or materially limitedsuspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by such system or by order of the Commission, the NASD Commission or any other governmental authority, (ii) there has been, since the date of such agreement, any material adverse change or any development involving a prospective material adverse change in the condition (financial or other), earnings, business or properties of the Company and its subsidiaries taken as a whole, the effect of which is such as to make it, in the sole judgment of such Selling Agent, impracticable to market the Notes or enforce contracts for the sale of the Notes, (iii) a material disruption has occurred in the commercial banking or securities settlement or clearance services in the United StatesStates has occurred or a banking moratorium shall have been declared by Federal or New York State authorities, (iv) a banking moratorium has been declared by either Federal there shall have occurred any outbreak or New York authorities material escalation of hostilities or other calamity or crisis (in the United States or elsewhere) the effect of which on the financial markets of the United States is such as to make it, in the judgment of such Selling Agent, impracticable to market the Notes or enforce contracts for the sale of the Notes, or (v) the rating assigned by any Ratings Agency to the Program, any notes issued pursuant to the Registration Statement, or any debt securities (including the Notes) of the Trust or any securities or the financial strength of the Corporation or Company as of since the date of such agreement (x) a downgrading shall have been lowered occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Section 3(a)(62) of the Exchange Act, or withdrawn since that date or if any Ratings Agency (y) such an organization shall have publicly announced that it has under surveillance or review review, with possible negative implications, its rating of the Program, any notes issued pursuant to the Registration Statement, or any debt securities (including the Notes) of the Trust or any securities or the financial strength of the Corporation or Company; provided, however, that such agreement may not be terminated by a Dealer if such Dealer knew about any such action or announcement by any Ratings Agency prior to the date and time of the execution of this Distribution Agreement by such Dealer to purchase Notes from the Trust’s debt securities.

Termination of Agreement to Purchase Notes as Principal. The Dealer(sAgent(s) (which shall be or the bookrunning lead manager(s) ), in the case of a syndicated issue) may terminate any agreement by such Dealer(sAgent(s) (and any other DealersAgent(s), in the case of a syndicated issue) to purchase Notes from the Trust as principal, immediately upon written notice to the Company Trust and the TrustCompany, at any time on or prior to the Settlement Date relating thereto, if (i) there has been, since the time of such agreement or since the respective dates as of which information is given in the Time of Sale Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of (1) the Company and its subsidiaries considered as one enterprise, or of (2) the Trust, in each case, whether or not arising in the ordinary course of business, or (ii) there has occurred any material adverse change in the financial markets in the United States or any outbreak of hostilities or major escalation of existing hostilities or other calamity or crisis or any similar major change or similar development or event (including including, without limitation, an act of terrorism) involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of Dealer(sthe Agent(s) (which shall be or the bookrunning lead manager(s) ), in the case of a syndicated issue) after consultation with the Company), impracticable to market such Notes or enforce contracts for the sale of such Notes, (iii) trading in any securities of Protective Life CorporationThe Hartford Financial Services Group, a publicly owned holding company incorporated under the laws of the State of Delaware Inc. (the "CorporationCORPORATION"), the Company, or Trust has been suspended or materially limited by the Commission or the The New York Stock Exchange, or if trading generally on the The New York Stock Exchange or the American Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, in each case the effect of which is such as to make it, in the reasonable judgment of the Agent(s) (or minimum bookrunning lead manager(s), in the case of a syndicated issue) after consultation with the Company, impracticable to market such Notes or maximum prices enforce contracts for trading have the sale of such Notes, (iv) a banking moratorium has been fixed, or maximum ranges for prices for securities have been required, declared by either of said exchanges Federal or by such system or by order of the Commission, the NASD or any other governmental authority, New York authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, in each case the effect of which is such as to make it, in the reasonable judgment of the Agent(s) (ivor bookrunning lead manager(s), in the case of a syndicated issue) a banking moratorium has been declared by either Federal after consultation with the Company, impracticable to market such Notes or New York authorities enforce contracts for the sale of such Notes or (v) the rating assigned by any Ratings Agency nationally recognized statistical rating organization to the Program, any notes issued pursuant to the Registration Statement, Statement or any debt securities (including the Notes) of the Trust or any securities or the financial strength of the Corporation or Company as of the date of such agreement shall have been lowered or withdrawn since that date or if any Ratings Agency such rating organization shall have publicly announced that it has under surveillance or review its rating of the Program, any notes issued pursuant to the Registration Statement, Statement or any such debt securities (including the Notes) of the Trust or any securities or the financial strength of the Corporation or Company; provided, however, that such agreement may not be terminated by a Dealer if such Dealer knew about any such action or announcement by any Ratings Agency prior to the date and time of the execution of this Distribution Agreement by such Dealer to purchase Notes from the Trust.

Termination of Agreement to Purchase Notes as Principal. The Dealer(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issueapplicable Agent(s) may terminate any agreement by such Dealer(s) (and any other Dealers, in the case of a syndicated issueAgent(s) to purchase Notes from the Trust Company as principal, immediately upon written notice to the Company and the TrustCompany, at any time on or prior to the Settlement Date relating thereto, if (i) there has been, since the time date of such agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, or of the Trust, whether or not arising in the ordinary course of business, or (ii) there has occurred any material adverse change in the financial markets in the United States or any outbreak of hostilities or escalation of existing hostilities thereof or other calamity or crisis or any similar change or similar development or event (including without limitation, an act of terrorism) involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of Dealer(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issue) after consultation with the Companysuch Agent(s), impracticable to market such Notes or enforce contracts for the sale of such Notes, or (iii) trading in any securities of Protective Life Corporation, a publicly owned holding company incorporated under the laws of the State of Delaware (the "Corporation"), the Company, or Trust Company has been suspended or materially limited by the Commission or the New York Stock Exchangea national securities exchange, or if trading generally on the New York Stock Exchange or the American Stock Exchange or in the Nasdaq NASDAQ National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by such system or by order of the Commission, the NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (iv) a banking moratorium has been declared by either Federal or New York authorities authorities, or (v) the rating assigned by any Ratings Agency nationally recognized statistical rating organization to the Program, any notes issued pursuant to the Registration Statement, Program or any debt securities (including the Notes) of the Trust or any securities or the financial strength of the Corporation or Company as of the date of such agreement shall have been lowered or withdrawn since that date or if any Ratings Agency such rating organization shall have publicly announced that it has under surveillance or review its rating of the ProgramProgram or any such debt securities, any notes issued pursuant or (vi) there shall have come to the Registration Statementattention of such Agent(s) any facts that would cause such Agent(s) to believe that the Prospectus, at the time it was required to be delivered to a purchaser of such Notes, included an untrue statement of a material fact or any debt securities (including omitted to state a material fact necessary in order to make the Notes) statements therein, in the light of the Trust or any securities or circumstances existing at the financial strength of the Corporation or Company; provided, however, that such agreement may not be terminated by a Dealer if such Dealer knew about any such action or announcement by any Ratings Agency prior to the date and time of the execution of this Distribution Agreement by such Dealer to purchase Notes from the Trustdelivery, not misleading.

Termination of Agreement to Purchase Notes as Principal. The Dealer(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issueapplicable Agent(s) may terminate any agreement by such Dealer(s) (and any other Dealers, in the case of a syndicated issueAgent(s) to purchase Notes from the a Trust as principal, immediately upon written notice to the Company and the such Trust, at any time on at or prior to the Settlement Date relating thereto, if (i) there has been, since the time date of such agreement or since the respective dates as of which information is given in the ProspectusProspectus (exclusive of any supplement thereto), any material adverse change in (x) the condition, financial or otherwise, of such Trust or (y) the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, or of the Trust, whether or not arising in the ordinary course of business, or (ii) there has occurred any material adverse change in the financial markets in the United States or, if such Notes are denominated and/or payable in, or indexed to, one or more foreign or composite currencies, in the financial markets in the jurisdiction or jurisdictions of the currency or currencies in which such Notes are so denominated and/or payable or to which such Notes are so indexed, or any outbreak of hostilities or escalation of existing hostilities thereof or other calamity or crisis or any similar change or similar development or event (including without limitation, an act of terrorism) involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of Dealer(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issue) after consultation with the Companysuch Agent(s), impracticable or inadvisable to market such Notes or enforce contracts for the sale of such Notes, or (iii) trading in any securities of Protective Life Corporation, a publicly owned holding company incorporated under the laws of the State of Delaware (the "Corporation"), the Company, Company or any Trust has been suspended or materially limited by the Commission or the New York Stock Exchangea national securities exchange, or if trading generally on the New York Stock Exchange or the American Stock Exchange or in the Nasdaq NASDAQ National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by such system or by order of the Commission, the NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or, to the extent offers or sales of Notes are made to non-U.S. investors, with respect to Clearstream or Euroclear systems in Europe, or (iv) a banking moratorium has been declared by either Federal or New York authorities or by the relevant authorities in the country or countries of origin of any foreign or composite currency in which such Notes are denominated and/or payable or (v) the rating assigned by any Ratings Agency nationally recognized statistical rating organization to the Program, any notes issued pursuant to Programs or the Registration Statement, or any debt securities (including the Notes) of the Trust or any securities Notes or the financial strength rating of the Corporation or Company as of the date of such agreement shall have been lowered or withdrawn since that date or if any Ratings Agency such rating organization shall have publicly announced since the date of such agreement that it has under surveillance or review review, with negative implications, its rating of the Program, any notes issued pursuant to Programs or the Registration Statement, or any debt securities (including the Notes) of the Trust or any securities Notes or the financial strength rating of the Corporation or Company; provided, however, that such agreement may not be terminated by a Dealer if such Dealer knew about any such action or announcement by any Ratings Agency prior to the date and time of the execution of this Distribution Agreement by such Dealer to purchase Notes from the Trust.

Termination of Agreement to Purchase Notes as Principal. The Dealer(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issueapplicable Agent(s) may terminate any agreement by such Dealer(s) (and any other Dealers, in the case of a syndicated issueAgent(s) to purchase Notes from the a Trust as principal, immediately upon written notice to the Company and the such Trust, at any time on at or prior to the Settlement Date relating thereto, if (i) there has been, since the time date of such agreement or since the respective dates as of which information is given in the ProspectusTime of Sale Prospectus (exclusive of any supplement thereto), any material adverse change in (x) the condition, financial or otherwise, of such Trust or (y) the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, or of the Trust, whether or not arising in the ordinary course of business, or (ii) there has occurred any material adverse change in the financial markets in the United States or, if such Notes are denominated and/or payable in, or indexed to, one or more foreign or composite currencies, in the financial markets in the jurisdiction or jurisdictions of the currency or currencies in which such Notes are so denominated and/or payable or to which such Notes are so indexed, or any outbreak of hostilities or escalation of existing hostilities thereof or other calamity or crisis or any similar change or similar development or event (including without limitation, an act of terrorism) involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of Dealer(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issue) after consultation with the Companysuch Agent(s), impracticable or inadvisable to market such Notes or enforce contracts for the sale of such Notes, or (iii) trading in any securities of Protective Life Corporation, a publicly owned holding company incorporated under the laws of the State of Delaware (the "Corporation"), the Company, Company or any Trust has been suspended or materially limited by the Commission or the New York Stock Exchangea national securities exchange, or if trading generally on the New York Stock Exchange or the American Stock Exchange or in the Nasdaq NASDAQ National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by such system or by order of the Commission, the NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or, to the extent offers or sales of Notes are made to non-U.S. investors, with respect to Clearstream or Euroclear systems in Europe, or (iv) a banking moratorium has been declared by either Federal or New York authorities or by the relevant authorities in the country or countries of origin of any foreign or composite currency in which such Notes are denominated and/or payable or (v) the rating assigned by any Ratings Agency nationally recognized statistical rating organization to the Program, any notes issued pursuant to Programs or the Registration Statement, or any debt securities (including the Notes) of the Trust or any securities Notes or the financial strength rating of the Corporation or Company as of the date of such agreement shall have been lowered or withdrawn since that date or if any Ratings Agency such rating organization shall have publicly announced since the date of such agreement that it has under surveillance or review review, with negative implications, its rating of the Program, any notes issued pursuant to Programs or the Registration Statement, or any debt securities (including the Notes) of the Trust or any securities Notes or the financial strength rating of the Corporation or Company; provided, however, that such agreement may not be terminated by a Dealer if such Dealer knew about any such action or announcement by any Ratings Agency prior to the date and time of the execution of this Distribution Agreement by such Dealer to purchase Notes from the Trust.

Termination of Agreement to Purchase Notes as Principal. The Dealer(sAgent(s) (which shall be or the bookrunning lead manager(s) ), in the case of a syndicated issue) may terminate any agreement by such Dealer(sAgent(s) (and any other DealersAgent(s), in the case of a syndicated issue) to purchase Notes from the Trust as principal, immediately upon written notice to the Company Trust and the TrustCompany, at any time on or prior to the Settlement Date relating thereto, if (i) there has been, since the time of such agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of (1) the Company and its subsidiaries considered as one enterprise, or of (2) the Trust, in each case, whether or not arising in the ordinary course of business, or (ii) there has occurred any material adverse change in the financial markets in the United States or any outbreak of hostilities or major escalation of existing hostilities or other calamity or crisis or any similar major change or similar development or event (including including, without limitation, an act of terrorism) involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of Dealer(sthe Agent(s) (which shall be or the bookrunning lead manager(s) ), in the case of a syndicated issue) after consultation with the Company), impracticable to market such Notes or enforce contracts for the sale of such Notes, (iii) trading in any securities of Protective Life CorporationThe Hartford Financial Services Group, a publicly owned holding company incorporated under the laws of the State of Delaware Inc. (the "CorporationCORPORATION"), the Company, or Trust has been suspended or materially limited by the Commission or the The New York Stock Exchange, or if trading generally on the The New York Stock Exchange or the American Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, in each case the effect of which is such as to make it, in the reasonable judgment of the Agent(s) (or minimum bookrunning lead manager(s), in the case of a syndicated issue) after consultation with the Company, impracticable to market such Notes or maximum prices enforce contracts for trading have the sale of such Notes, (iv) a banking moratorium has been fixed, or maximum ranges for prices for securities have been required, declared by either of said exchanges Federal or by such system or by order of the Commission, the NASD or any other governmental authority, New York authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, in each case the effect of which is such as to make it, in the reasonable judgment of the Agent(s) (ivor bookrunning lead manager(s), in the case of a syndicated issue) a banking moratorium has been declared by either Federal after consultation with the Company, impracticable to market such Notes or New York authorities enforce contracts for the sale of such Notes or (v) the rating assigned by any Ratings Agency nationally recognized statistical rating organization to the Program, any notes issued pursuant to the Registration Statement, Statement or any debt securities (including the Notes) of the Trust or any securities or the financial strength of the Corporation or Company as of the date of such agreement shall have been lowered or withdrawn since that date or if any Ratings Agency such rating organization shall have publicly announced that it has under surveillance or review its rating of the Program, any notes issued pursuant to the Registration Statement, Statement or any such debt securities (including the Notes) of the Trust or any securities or the financial strength of the Corporation or Company; provided, however, that such agreement may not be terminated by a Dealer if such Dealer knew about any such action or announcement by any Ratings Agency prior to the date and time of the execution of this Distribution Agreement by such Dealer to purchase Notes from the Trust.

Termination of Agreement to Purchase Notes as Principal. The Dealer(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issueapplicable Agent(s) may terminate any agreement by such Dealer(s) (and any other Dealers, in the case of a syndicated issueAgent(s) to purchase Notes from the Trust Operating Partnership as principal, immediately upon written notice to the Company and the TrustOperating Partnership, at any time on or prior to the Settlement Date relating thereto, if (i) there has been, since the time date of such agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs affairs, assets or business prospects of the Company Company, the Operating Partnership and its subsidiaries their Subsidiaries considered as one enterprise, or of the Trust, whether or not arising in the ordinary course of business, or (ii) there has occurred any material adverse change in the financial markets in the United States or, if the Notes are denominated or payable in, or indexed to, one or more foreign or composite currencies, in the international financial markets, or any outbreak of hostilities or escalation of existing hostilities thereof or other calamity or crisis or any similar change or similar development or event (including without limitation, an act of terrorism) involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of Dealer(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issue) after consultation with the Companysuch Agent(s), impracticable to market such Notes or enforce contracts for the sale of such Notes, or (iii) trading in any securities of Protective Life Corporation, a publicly owned holding company incorporated under the laws of the State of Delaware (the "Corporation"), the Company, or Trust Company has been suspended or materially limited by the Commission or the New York Stock Exchange, Inc. or if trading generally on the New York Stock Exchange or the American Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by such system or by order of the Commission, the NASD Commission or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (iv) a banking moratorium has been declared by either Federal or New York authorities or if the Notes are denominated or payable in, or indexed to, one or more foreign or composite currencies, by the relevant authorities in the related country or countries, or (v) the rating assigned by any Ratings Agency nationally recognized statistical rating organization to the Program, any notes issued pursuant to the Registration Statement, Program or any debt securities Debt Securities (including the Notes) of the Trust or any securities or the financial strength of the Corporation or Company Operating Partnership as of the date of such agreement shall have been lowered or withdrawn since that such date or if any Ratings Agency such rating organization shall have publicly announced that it has under surveillance or review its rating placed any Preferred Stock of the ProgramCompany, any notes issued pursuant to the Registration Statement, Program or any such debt securities (including the Notes) of the Trust or any securities or the financial strength of the Corporation or Company; provided, however, that such agreement may not be terminated by Operating Partnership on what is commonly termed a Dealer if such Dealer knew about any such action or announcement by any Ratings Agency prior to the date and time of the execution of this Distribution Agreement by such Dealer to purchase Notes from the Trust"watch list" for possible downgrading.

Termination of Agreement to Purchase Notes as Principal. The Dealer(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issue) A Selling Agent may terminate any agreement hereunder by such Dealer(s) (and any other Dealers, in the case of a syndicated issue) Selling Agent to purchase Notes from the Trust as principal, immediately upon written notice to the Company and the Trust, at any time on or prior to the Settlement Date relating thereto, if (i) there has been, since the time of such agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, or of the Trust, whether or not arising in the ordinary course of business, or (ii) there has occurred any material adverse change in the financial markets in the United States or any outbreak of hostilities or escalation of existing hostilities or other calamity or crisis or any similar change or similar development or event (including without limitation, an act of terrorism) involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of Dealer(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issue) after consultation with the Company), impracticable to market such Notes or enforce contracts for the sale of such Notes, (iii) trading in any securities of Protective Life Corporation, a publicly owned holding company incorporated under the laws of the State of Delaware (the "Corporation"), the Company, or Trust Company has been suspended or materially limited by the Commission or the New York Stock Exchangea national securities exchange, or if trading generally on either the New York Stock Exchange or the American Nasdaq Stock Exchange or in the Nasdaq National Market has shall have been suspended or materially limitedsuspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by such system or by order of the Commission, the NASD Commission or any other governmental authority, (ii) there has been, since the date of such agreement, any material adverse change or any development involving a prospective material adverse change in the condition (financial or other), earnings, business or properties of the Company and its subsidiaries taken as a whole, the effect of which is such as to make it, in the sole judgment of such Selling Agent, impracticable to market the Notes or enforce contracts for the sale of the Notes, (iii) a material disruption has occurred in the commercial banking or securities settlement or clearance services in the United StatesStates has occurred or a banking moratorium shall have been declared by Federal or New York State authorities, (iv) a banking moratorium has been declared by either Federal there shall have occurred any outbreak or New York authorities material escalation of hostilities or other calamity or crisis (in the United States or elsewhere) the effect of which on the financial markets of the United States is such as to make it, in the judgment of such Selling Agent, impracticable to market the Notes or enforce contracts for the sale of the Notes, or (v) the rating assigned by any Ratings Agency to the Program, any notes issued pursuant to the Registration Statement, or any debt securities (including the Notes) of the Trust or any securities or the financial strength of the Corporation or Company as of since the date of such agreement (x) a downgrading shall have been lowered or withdrawn since occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization,” as that date or if any Ratings Agency term is defined by the Commission for purposes of Section 3(a)(62) of the Exchange Act, and (y) such an organization shall have publicly announced that it has under surveillance or review review, with possible negative implications, its rating of the Program, any notes issued pursuant to the Registration Statement, or any debt securities (including the Notes) of the Trust or any securities or the financial strength of the Corporation or Company; provided, however, that such agreement may not be terminated by a Dealer if such Dealer knew about any such action or announcement by any Ratings Agency prior to the date and time of the execution of this Distribution Agreement by such Dealer to purchase Notes from the Trust’s debt securities.

Termination of Agreement to Purchase Notes as Principal. The Dealer(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issue) applicable Agent or Agents may terminate any agreement hereunder by such Dealer(s) (and any other Dealers, in the case of a syndicated issue) Agent or Agents to purchase Notes from the Trust as principal, immediately upon written notice to the Company and the TrustCompany, at any time on or prior to the Settlement Date relating thereto, if thereto (i) if there has been, since the time date of such agreement or since the respective dates as of which information is given in the ProspectusRegistration Statement, any material adverse change in the financial condition, financial earnings or otherwise, or in the earnings, business affairs or business prospects cash flow of the Company and its subsidiaries subsidiaries, considered as one enterprise, or any development reasonably likely to have a material adverse effect on the financial condition of the TrustCompany and its subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States outbreak or any outbreak of hostilities or significant escalation of existing hostilities or other calamity or crisis or any similar change or similar development or event (including without limitation, an act of terrorism) involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of Dealer(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issue) after consultation with the Company)such Agent or Agents, impracticable to market such the Notes or enforce contracts for the sale of such the Notes, or (iii) if trading in any securities of Protective Life Corporation, a publicly owned holding company incorporated under the laws of the State of Delaware (the "Corporation"), the Company, or Trust Company has been suspended or materially limited by the Commission SEC or the New York Stock Exchangea national securities exchange, or if trading generally on either the American Stock Exchange or the New York Stock Exchange or the American Stock Exchange or in the Nasdaq National Market has been suspended or materially limitedsuspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by such system or by order of the Commission, the NASD SEC or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (iv) if a banking moratorium has been declared by either Federal or New York authorities, or if a banking moratorium has been declared by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which such Notes are denominated or payable, or (viv) if the rating assigned by any Ratings Agency nationally recognized securities rating agency to the Program, any notes issued pursuant to the Registration Statement, or any debt securities (including the Notes) of the Trust or any securities or the financial strength of the Corporation or Company as of the date of such agreement shall have been lowered or withdrawn since that date or if any Ratings Agency such rating agency shall have publicly announced that it has under surveillance or review review, with possible negative implications, its rating ratings of the Program, any notes issued pursuant to the Registration Statement, or any debt securities (including the Notes) of the Trust Company since that date, or (v) if there shall have come to the attention of such Agent or Agents any securities facts that would cause them to believe that the Prospectus, at the time it was required to be delivered to a purchaser of Notes, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the financial strength statements therein, in light of the Corporation or Company; providedcircumstances existing at the time of such delivery, howevernot misleading. As used in this Section 12(b), that such agreement may not be terminated by a Dealer if such Dealer knew about any such action or announcement by any Ratings Agency prior the term "Prospectus" means the Prospectus in the form first provided to the date and time applicable Agent or Agents for use in confirming sales of the execution of this Distribution Agreement by such Dealer to purchase Notes from the Trustrelated Notes.

Termination of Agreement to Purchase Notes as Principal. The Dealer(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issue) may terminate any agreement by such Dealer(s) (and any other Dealers, in the case of a syndicated issue) to purchase Notes from the Trust as principal, immediately upon written notice to the Company and the Trust, at any time on or prior to the Settlement Date relating thereto, if (i) there has been, since the time of such agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, or of the Trust, whether or not arising in the ordinary course of business, or (ii) there has occurred any material adverse change in the financial markets in the United States or any outbreak of hostilities or escalation of existing hostilities or other calamity or crisis or any similar change or similar development or event (including without limitation, an act of terrorism) involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of Dealer(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issue) after consultation with the Company), impracticable to market such Notes or enforce contracts for the sale of such Notes, (iii) trading in any securities of Protective Life Corporation, a publicly owned holding company incorporated under the laws of the State of Delaware (the "“Corporation"”), the Company, or Trust has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the New York Stock Exchange or the American Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by such system or by order of the Commission, the NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (iv) a banking moratorium has been declared by either Federal or New York authorities or (v) the rating assigned by any Ratings Agency to the Program, any notes issued pursuant to the Registration Statement, or any debt securities (including the Notes) of the Trust or any securities or the financial strength of the Corporation or Company as of the date of such agreement shall have been lowered or withdrawn since that date or if any Ratings Agency shall have publicly announced that it has under surveillance or review its rating of the Program, any notes issued pursuant to the Registration Statement, or any debt securities (including the Notes) of the Trust or any securities or the financial strength of the Corporation or Company; provided, however, that such agreement may not be terminated by a Dealer if such Dealer knew about any such action or announcement by any Ratings Agency prior to the date and time of the execution of this Distribution Agreement by such Dealer to purchase Notes from the Trust.

Termination of Agreement to Purchase Notes as Principal. The Dealer(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issueapplicable Agent(s) may terminate any agreement by such Dealer(s) (and any other Dealers, in the case of a syndicated issueAgent(s) to purchase Notes from the a Trust as principal, immediately upon written notice to the Company and the such Trust, at any time on at or prior to the Settlement Date relating thereto, if (i) there has been, since the time Applicable Time, since the date of such agreement or since the respective dates as of which information is given in the Prospectusapplicable Time of Sale Prospectus (exclusive of any supplement thereto), any material adverse change in (x) the condition, financial or otherwise, of such Trust or (y) the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, or of the Trust, whether or not arising in the ordinary course of business, or (ii) there has occurred any material adverse change in the financial markets in the United States or, if such Notes are denominated and/or payable in, or indexed to, one or more foreign or composite currencies, in the financial markets in the jurisdiction or jurisdictions of the currency or currencies in which such Notes are so denominated and/or payable or to which such Notes are so indexed, or any outbreak of hostilities or escalation of existing hostilities thereof or other calamity or crisis or any similar change or similar development or event (including without limitation, an act of terrorism) involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of Dealer(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issue) after consultation with the Companysuch Agent(s), impracticable or inadvisable to market such Notes or enforce contracts for the sale of such Notes, or (iii) trading in any securities of Protective Life Corporation, a publicly owned holding company incorporated under the laws of the State of Delaware (the "Corporation"), the Company, Company or any Trust has been suspended or materially limited by the Commission or the New York Stock Exchangea national securities exchange, or if trading generally on the New York Stock Exchange or the American Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by such system or by order of the Commission, the NASD FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or, to the extent offers or sales of Notes are made to non-U.S. investors, with respect to Clearstream or Euroclear systems in Europe, or (iv) a banking moratorium has been declared by either Federal federal or New York authorities or by the relevant authorities in the country or countries of origin of any foreign or composite currency in which such Notes are denominated and/or payable or (v) the rating assigned by any Ratings Agency nationally recognized statistical rating organization to the Program, any notes issued pursuant to Programs or the Registration Statement, or any debt securities (including the Notes) of the Trust or any securities Notes or the financial strength rating of the Corporation or Company as of the date of such agreement shall have been lowered or withdrawn since that date or if any Ratings Agency such rating organization shall have publicly announced since the date of such agreement that it has under surveillance or review review, with negative implications, its rating of the Program, any notes issued pursuant to Programs or the Registration Statement, or any debt securities (including the Notes) of the Trust or any securities Notes or the financial strength rating of the Corporation or Company; provided, however, that such agreement may not be terminated by a Dealer if such Dealer knew about any such action or announcement by any Ratings Agency prior to the date and time of the execution of this Distribution Agreement by such Dealer to purchase Notes from the Trust.

Termination of Agreement to Purchase Notes as Principal. The Dealer(sAgent(s) (which shall be or the bookrunning lead manager(s) ), in the case of a syndicated issue) may terminate any agreement by such Dealer(sAgent(s) (and any other DealersAgent(s), in the case of a syndicated issue) to purchase Notes from the Trust as principal, immediately upon written notice to the Company Trust and the TrustCompany, at any time on or prior to the Settlement Date relating thereto, if (i) there has been, since the time of such agreement or since the respective dates as of which information is given in the Time of Sale Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of (1) the Company and its subsidiaries considered as one enterprise, or of (2) the Trust, in each case, whether or not arising in the ordinary course of business, or (ii) there has occurred any material adverse change in the financial markets in the United States or any outbreak of hostilities or major escalation of existing hostilities or other calamity or crisis or any similar major change or similar development or event (including including, without limitation, an act of terrorism) involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of Dealer(sthe Agent(s) (which shall be or the bookrunning lead manager(s) ), in the case of a syndicated issue) after consultation with the Company), impracticable to market such Notes or enforce contracts for the sale of such Notes, (iii) trading in any securities of Protective Life CorporationThe Hartford Financial Services Group, a publicly owned holding company incorporated under the laws of the State of Delaware Inc. (the "Corporation"), the Company, or Trust has been suspended or materially limited by the Commission or the The New York Stock Exchange, or if trading generally on the The New York Stock Exchange or the American Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, in each case the effect of which is such as to make it, in the reasonable judgment of the Agent(s) (or minimum bookrunning lead manager(s), in the case of a syndicated issue) after consultation with the Company, impracticable to market such Notes or maximum prices enforce contracts for trading have the sale of such Notes, (iv) a banking moratorium has been fixed, or maximum ranges for prices for securities have been required, declared by either of said exchanges Federal or by such system or by order of the Commission, the NASD or any other governmental authority, New York authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, in each case the effect of which is such as to make it, in the reasonable judgment of the Agent(s) (ivor bookrunning lead manager(s), in the case of a syndicated issue) a banking moratorium has been declared by either Federal after consultation with the Company, impracticable to market such Notes or New York authorities enforce contracts for the sale of such Notes or (v) the rating assigned by any Ratings Agency nationally recognized statistical rating organization to the Program, any notes issued pursuant to the Registration Statement, Statement or any debt securities (including the Notes) of the Trust or any securities or the financial strength of the Corporation or Company as of the date of such agreement shall have been lowered or withdrawn since that date or if any Ratings Agency such rating organization shall have publicly announced that it has under surveillance or review its rating of the Program, any notes issued pursuant to the Hartford Life Global Funding Trust 2006-033 Omnibus Instrument 48 Registration Statement, Statement or any such debt securities (including the Notes) of the Trust or any securities or the financial strength of the Corporation or Company; provided, however, that such agreement may not be terminated by a Dealer if such Dealer knew about any such action or announcement by any Ratings Agency prior to the date and time of the execution of this Distribution Agreement by such Dealer to purchase Notes from the Trust.

Termination of Agreement to Purchase Notes as Principal. The Dealer(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issue) Purchasing Agent may terminate any agreement by such Dealer(s) (and any other Dealers, in the case of a syndicated issue) Purchasing Agent to purchase Notes from the Trust Company as principal, immediately upon written notice to the Company and the TrustCompany, at any time on or prior to the Settlement Date relating thereto, if (i) there has been, since the time date of such agreement or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change event or occurrence that results or would result in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, or of the Trust, whether or not arising in the ordinary course of businessa Material Adverse Change, or (ii) there has occurred any material adverse change in the financial markets in the United States States, or any outbreak of hostilities or escalation thereof in which the United States or any country in whose currency any of existing hostilities such Notes are denominated is involved, or other calamity or crisis or any similar change or similar development or event (including without limitation, an act of terrorism) involving a prospective change in substantial national or international political, financial calamity or economic conditionsemergency, in each case the effect of which is such as to make it, in the reasonable judgment of Dealer(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issue) after consultation with the Company)Purchasing Agent, impracticable or inadvisable to market such Notes or enforce contracts for the sale of such Notes, or (iii) trading in any securities of Protective Life Corporation, a publicly owned holding company incorporated under the laws of the State of Delaware (the "Corporation"), the Company, or Trust has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the New York Stock Exchange or the American Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by such system or by order of the Commission, the NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (iv) a banking moratorium has been declared by either Federal or New York authorities authorities, or (viv) the rating assigned by any Ratings Agency “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the 1933 Act Regulations) to the Program, any notes issued pursuant to the Registration Statement, Program or any debt securities (including the Notes) of the Trust or any securities or the financial strength of the Corporation or Company as of the date of such agreement shall have been lowered or withdrawn since that date or if any Ratings Agency such rating organization shall have publicly announced that it has under surveillance or review review, with possible negative implications, its rating of the ProgramProgram or any such debt securities, any notes issued pursuant or (vi) there shall have come to the Registration Statement, or any debt securities (including the Notes) attention of the Trust Purchasing Agent any facts that would cause the Purchasing Agent to believe that the Prospectus, at the time it was delivered (or any securities but for the exemption in Rule 172 would have been required to be delivered) to a purchaser of such Notes, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the financial strength statements therein, in the light of the Corporation or Company; provided, however, that such agreement may not be terminated by a Dealer if such Dealer knew about any such action or announcement by any Ratings Agency prior to circumstances existing at the date and time of the execution of this Distribution Agreement by such Dealer to purchase Notes from the Trustdelivery, not misleading.

Termination of Agreement to Purchase Notes as Principal. The Dealer(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issue) A Selling Agent may terminate any agreement hereunder by such Dealer(s) (and any other Dealers, in the case of a syndicated issue) Selling Agent to purchase Notes from the Trust as principal, immediately upon written notice to the Company and the Trust, at any time on or prior to the Settlement Date relating thereto, if (i) there has been, since the time of such agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, or of the Trust, whether or not arising in the ordinary course of business, or (ii) there has occurred any material adverse change in the financial markets in the United States or any outbreak of hostilities or escalation of existing hostilities or other calamity or crisis or any similar change or similar development or event (including without limitation, an act of terrorism) involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of Dealer(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issue) after consultation with the Company), impracticable to market such Notes or enforce contracts for the sale of such Notes, (iii) trading in any securities of Protective Life Corporation, a publicly owned holding company incorporated under the laws of the State of Delaware (the "Corporation"), the Company, or Trust Company has been suspended or materially limited by the Commission or the New York Stock Exchangea national securities exchange, or if trading generally on either the New York Stock Exchange or the American Nasdaq Stock Exchange or in the Nasdaq National Market has shall have been suspended or materially limitedsuspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by such system or by order of the Commission, the NASD Commission or any other governmental authority, (ii) there has been, since the date of such agreement, any material adverse change or any development involving a prospective material adverse change in the condition (financial or other), earnings, business or properties of the Company and its subsidiaries the effect of which is such as to make it, in the sole judgment of such Selling Agent, impracticable to market the Notes or enforce contracts for the sale of the Notes, (iii) a material disruption has occurred in the commercial banking or securities settlement or clearance services in the United StatesStates has occurred or a banking moratorium shall have been declared by Federal or New York State authorities, (iv) a banking moratorium has been declared by either Federal there shall have occurred any outbreak or New York authorities material escalation of hostilities or other calamity or crisis (in the United States or elsewhere) the effect of which on the financial markets of the United States is such as to make it, in the judgment of such Selling Agent, impracticable to market the Notes or enforce contracts for the sale of the Notes, or (v) the rating assigned by any Ratings Agency to the Program, any notes issued pursuant to the Registration Statement, or any debt securities (including the Notes) of the Trust or any securities or the financial strength of the Corporation or Company as of since the date of such agreement (x) a downgrading shall have been lowered or withdrawn since occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization,” as that date or if any Ratings Agency term is defined by the Commission for purposes of Section 3(a)(62) of the Exchange Act, and (y) such an organization shall have publicly announced that it has under surveillance or review review, with possible negative implications, its rating of the Program, any notes issued pursuant to the Registration Statement, or any debt securities (including the Notes) of the Trust or any securities or the financial strength of the Corporation or Company; provided, however, that such agreement may not be terminated by a Dealer if such Dealer knew about any such action or announcement by any Ratings Agency prior to the date and time of the execution of this Distribution Agreement by such Dealer to purchase Notes from the Trust’s debt securities.

Termination of Agreement to Purchase Notes as Principal. The Dealer(sAgent(s) (which shall be or the bookrunning lead manager(s) ), in the case of a syndicated issue) may terminate any agreement by such Dealer(s) (and any other Dealers, in the case of a syndicated issue) Terms Agreement to purchase Notes from the Trust as principal, immediately upon written notice to the Company and the TrustCompany, at any time on or prior to the Settlement Date relating thereto, if (i) there has been, since the time of such agreement or since the respective dates as of which information is given in the Time of Sale Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, or of the Trust, whether or not arising in the ordinary course of business, or (ii) there has occurred any material adverse change in the financial markets in the United States or any outbreak of hostilities or major escalation of existing hostilities or other calamity or crisis or any similar major change or similar development or event (including including, without limitation, an act of terrorism) involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of Dealer(sthe Agent(s) (which shall be or the bookrunning lead manager(s) ), in the case of a syndicated issue) after consultation with the Company), impracticable to market such Notes or enforce contracts for the sale of such Notes, (iii) trading in any securities of Protective Life CorporationThe Hartford Financial Services Group, a publicly owned holding company incorporated under the laws of the State of Delaware Inc. (the "“Corporation"), ”) or the Company, or Trust Company has been suspended or materially limited by the Commission or the The New York Stock Exchange, or if trading generally on the The New York Stock Exchange or the American Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by such system or by order of the Commission, the NASD The Financial Industry Regulatory Authority (“FINRA”) or any other governmental authority, in each case the effect of which is such as to make it, in the reasonable judgment of the Agent(s) (or bookrunning lead manager(s), in the case of a syndicated issue) after consultation with the Company, impracticable to market such Notes or enforce contracts for the sale of such Notes, (iv) a banking moratorium has been declared by either Federal or New York authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, in each case the effect of which is such as to make it, in the reasonable judgment of the Agent(s) (ivor bookrunning lead manager(s), in the case of a syndicated issue) a banking moratorium has been declared by either Federal after consultation with the Company, impracticable to market such Notes or New York authorities or enforce contracts for the sale of such Notes, (v) the rating assigned by any Ratings Agency nationally recognized statistical rating organization to the Program, any notes issued pursuant to the Registration Statement, Notes or any other debt securities (including the Notes) of the Trust or securities, any other securities or the financial strength of the Corporation or Company as of the date of such agreement shall have been lowered or withdrawn since that date or if any Ratings Agency such rating organization shall have publicly announced that it has under surveillance or review its rating of the Program, any notes issued pursuant to the Registration Statement, Notes or any such other debt securities (including the Notes) of the Trust or securities, any other securities or the financial strength of the Corporation Company or Company; provided, however, that such agreement may not be terminated by a Dealer if such Dealer knew about any such action or announcement by any Ratings Agency prior (vi) there shall have come to the date attention of the Agent(s) any facts that cause the Agent(s) to reasonably believe, after consultation with counsel and the Company and Company’s counsel that the Prospectus, at the time it was delivered (or but for the exemption in Rule 172 would have been required to be delivered) to a purchaser of such Notes, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time of the execution of this Distribution Agreement by such Dealer to purchase Notes from the Trustdelivery, not misleading.

Termination of Agreement to Purchase Notes as Principal. The Dealer(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issueapplicable Agent(s) may terminate any agreement by such Dealer(s) (and any other Dealers, in the case of a syndicated issueAgent(s) to purchase Notes from the a Trust as principal, immediately upon written notice to the Company and the such Trust, at any time on at or prior to the Settlement Date relating thereto, if (i) there has been, since the time Applicable Time, since the date of such agreement or since the respective dates as of which information is given in the Prospectusapplicable Time of Sale Prospectus (exclusive of any supplement thereto), any material adverse change in (x) the condition, financial or otherwise, of such Trust or (y) the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, or of the Trust, whether or not arising in the ordinary course of business, or (ii) there has occurred any material adverse change in the financial markets in the United States or, if such Notes are denominated and/or payable in, or indexed to, one or more foreign or composite currencies, in the financial markets in the jurisdiction or jurisdictions of the currency or currencies in which such Notes are so denominated and/or payable or to which such Notes are so indexed, or any outbreak of hostilities or escalation of existing hostilities thereof or other calamity or crisis or any similar change or similar development or event (including without limitation, an act of terrorism) involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of Dealer(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issue) after consultation with the Companysuch Agent(s), impracticable or inadvisable to market such Notes or enforce contracts for the sale of such Notes, or (iii) trading in any securities of Protective Life Corporation, a publicly owned holding company incorporated under the laws of the State of Delaware (the "Corporation"), the Company, Company or any Trust has been suspended or materially limited by the Commission or the New York Stock Exchangea national securities exchange, or if trading generally on the New York Stock Exchange or the American Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by such system or by order of the Commission, the NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or, to the extent offers or sales of Notes are made to non-U.S. investors, with respect to Clearstream or Euroclear systems in Europe, or (iv) a banking moratorium has been declared by either Federal federal or New York authorities or by the relevant authorities in the country or countries of origin of any foreign or composite currency in which such Notes are denominated and/or payable or (v) the rating assigned by any Ratings Agency nationally recognized statistical rating organization to the Program, any notes issued pursuant to Programs or the Registration Statement, or any debt securities (including the Notes) of the Trust or any securities Notes or the financial strength rating of the Corporation or Company as of the date of such agreement shall have been lowered or withdrawn since that date or if any Ratings Agency such rating organization shall have publicly announced since the date of such agreement that it has under surveillance or review review, with negative implications, its rating of the Program, any notes issued pursuant to Programs or the Registration Statement, or any debt securities (including the Notes) of the Trust or any securities Notes or the financial strength rating of the Corporation or Company; provided, however, that such agreement may not be terminated by a Dealer if such Dealer knew about any such action or announcement by any Ratings Agency prior to the date and time of the execution of this Distribution Agreement by such Dealer to purchase Notes from the Trust.

Termination of Agreement to Purchase Notes as Principal. The Dealer(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issueapplicable Agent(s) may terminate any agreement by such Dealer(s) (and any other Dealers, in the case of a syndicated issueAgent(s) to purchase Notes from the Trust Operating Partnership as principal, immediately upon written notice to the Company and the TrustOperating Partnership, at any time on or prior to the Settlement Date relating thereto, if (i) there has been, since the time date of such agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, assets, business affairs or business prospects of the Company Operating Partnership and its subsidiaries considered as one enterprise, or of the Trust, whether or not arising in the ordinary course of business, or (ii) there has occurred any material adverse change in the financial markets in the United States or, if such Notes are denominated and/or payable in, or indexed to, one or more foreign or composite currencies, in the international financial markets, or any outbreak of hostilities or escalation of existing hostilities thereof or other calamity or crisis or any similar change or similar development or event (including without limitation, an act of terrorism) involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of Dealer(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issue) after consultation with the Companysuch Agent(s), impracticable or inadvisable to market such Notes or enforce contracts for the sale of such Notes, or (iii) trading in any securities of Protective Life Corporation, a publicly owned holding company incorporated under the laws of Company or the State of Delaware (the "Corporation"), the Company, or Trust Operating Partnership has been suspended or materially limited by the Commission or the New York Stock Exchangea national securities exchange, or if trading generally on the New York Stock Exchange or the American Stock Exchange or in the Nasdaq National Market has been suspended or materially limitedsuspended, or minimum or maximum prices of securities for trading have been fixed, or maximum ranges for prices for of securities have been required, by either of said exchanges or by such system or by order of the Commission, the NASD or any other governmental authority, or (iv) a banking moratorium has been declared by either Federal, New York or Indiana authorities or by the relevant authorities in the country or countries of origin of any foreign or composite currency in which such Notes are denominated and/or payable, or if there has occurred a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (iv) a banking moratorium has been declared by either Federal or New York authorities or (v) the rating assigned by any Ratings Agency nationally recognized statistical rating organization to the Program, any notes issued pursuant to the Registration Statement, Program or any debt securities (including the Notes) of the Trust or any securities or the financial strength of the Corporation or Company Operating Partnership as of the date of such agreement shall have been lowered or withdrawn since that date or if any Ratings Agency such rating organization shall have publicly announced that it has under surveillance or review its rating of the ProgramProgram or any such debt securities, any notes issued pursuant or (vi) there shall have come to the Registration Statementattention of such Agent(s) any facts that would cause such Agent(s) to believe that the Prospectus, at the time it was required to be delivered to a purchaser of such Notes, included an untrue statement of a material fact or any debt securities (including omitted to state a material fact necessary in order to make the Notes) statements therein, in the light of the Trust or any securities or circumstances existing at the financial strength of the Corporation or Company; provided, however, that such agreement may not be terminated by a Dealer if such Dealer knew about any such action or announcement by any Ratings Agency prior to the date and time of the execution of this Distribution Agreement by such Dealer to purchase Notes from the Trustdelivery, not misleading.

Termination of Agreement to Purchase Notes as Principal. The Dealer(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issue) may terminate any agreement by such Dealer(s) (and any other Dealers, in the case of a syndicated issue) to purchase Notes from the Trust as principal, immediately upon written notice to the Company and the Trust, at any time on or prior to the Settlement Date relating thereto, if (i) there has been, since the time of such agreement or since the respective dates as of which information is given in the Time of Sale Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, or of the Trust, whether or not arising in the ordinary course of business, or (ii) there has occurred any material adverse change in the financial markets in the United States or any outbreak of hostilities or escalation of existing hostilities or other calamity or crisis or any similar change or similar development or event (including without limitation, an act of terrorism) involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of Dealer(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issue) after consultation with the Company), impracticable to market such Notes or enforce contracts for the sale of such Notes, (iii) trading in any securities of Protective Life Corporation, a publicly owned holding company incorporated under the laws of the State of Delaware (the "“Corporation"”), the Company, or Trust has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the New York Stock Exchange or the American Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by such system or by order of the Commission, the NASD FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (iv) a banking moratorium has been declared by either Federal or New York authorities or (v) the rating assigned by any Ratings Agency to the Program, any notes issued pursuant to the Registration Statement, or any debt securities (including the Notes) of the Trust or any securities or the financial strength of the Corporation or Company as of the date of such agreement shall have been lowered or withdrawn since that date or if any Ratings Agency shall have publicly announced that it has under surveillance or review its rating of the Program, any notes issued pursuant to the Registration Statement, or any debt securities (including the Notes) of the Trust or any securities or the financial strength of the Corporation or Company; provided, however, that such agreement may not be terminated by a Dealer if such Dealer knew about any such action or announcement by any Ratings Agency prior to the date and time of the execution of this the Distribution Agreement by such Dealer to purchase Notes from the Trust.

Termination of Agreement to Purchase Notes as Principal. The Dealer(sAgent(s) (which shall be or the bookrunning lead manager(s) ), in the case of a syndicated issue) may terminate any agreement by such Dealer(s) (and any other Dealers, in the case of a syndicated issue) Terms Agreement to purchase Notes from the Trust as principal, immediately upon written notice to the Company and the TrustCompany, at any time on or prior to the Settlement Date relating thereto, if (i) there has been, since the time of such agreement or since the respective dates as of which information is given in the Time of Sale Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, or of the Trust, whether or not arising in the ordinary course of business, or (ii) there has occurred any material adverse change in the financial markets in the United States or any outbreak of hostilities or major escalation of existing hostilities or other calamity or crisis or any similar major change or similar development or event (including including, without limitation, an act of terrorism) involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of Dealer(sthe Agent(s) (which shall be or the bookrunning lead manager(s) ), in the case of a syndicated issue) after consultation with the Company), impracticable to market such Notes or enforce contracts for the sale of such Notes, (iii) trading in any securities of Protective Life CorporationThe Hartford Financial Services Group, a publicly owned holding company incorporated under the laws of the State of Delaware Inc. (the "CorporationCORPORATION"), ) or the Company, or Trust Company has been suspended or materially limited by the Commission or the The New York Stock Exchange, or if trading generally on the The New York Stock Exchange or the American Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, in each case the effect of which is such as to make it, in the reasonable judgment of the Agent(s) (or minimum bookrunning lead manager(s), in the case of a syndicated issue) after consultation with the Company, impracticable to market such Notes or maximum prices enforce contracts for trading have the sale of such Notes, (iv) a banking moratorium has been fixed, or maximum ranges for prices for securities have been required, declared by either of said exchanges Federal or by such system or by order of the Commission, the NASD or any other governmental authority, New York authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, in each case the effect of which is such as to make it, in the reasonable judgment of the Agent(s) (ivor bookrunning lead manager(s), in the case of a syndicated issue) a banking moratorium has been declared by either Federal after consultation with the Company, impracticable to market such Notes or New York authorities enforce contracts for the sale of such Notes or (v) the rating assigned by any Ratings Agency nationally recognized statistical rating organization to the Program, any notes issued pursuant to the Registration Statement, Notes or any other debt securities (including the Notes) of the Trust or securities, any other securities or the financial strength of the Corporation or Company as of the date of such agreement shall have been lowered or withdrawn since that date or if any Ratings Agency such rating organization shall have publicly announced that it has under surveillance or review its rating of the Program, any notes issued pursuant to the Registration Statement, Notes or any such other debt securities (including the Notes) of the Trust or securities, any other securities or the financial strength of the Corporation or Company; provided, however, that such agreement may not be terminated by a Dealer if such Dealer knew about any such action or announcement by any Ratings Agency prior to the date and time of the execution of this Distribution Agreement by such Dealer to purchase Notes from the Trust.