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

Termination of Agreement to Purchase Notes as Principal. The applicable Agent(s) may terminate any agreement by such Agent(s) to purchase Notes from an Issuing Trust as principal, immediately upon notice to such Issuing Trust, at any time on or prior to the Settlement Date relating thereto, if (i) there has been, since the 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 Global Funding or such Issuing 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 thereof or other calamity or crisis or any change or development or event involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of such Agent(s), impracticable or inadvisable to market such Notes or enforce contracts for the sale of such Notes, (iii) trading in any securities of the The Allstate Corporation, a publicly owned holding company incorporated under the laws of the State of Delaware (the "CORPORATION"), Allstate Insurance Company, a stock property-liability insurance company incorporated under the laws of the State of Illinois ("AIC"), the Company, Global Funding or such Issuing Trust has been suspended or materially limited by the Commission or a 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 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 or payable or (v) the rating assigned by any nationally recognized statistical rating organization to the Programs or any other debt securities (including the Notes) of any Issuing Trust or the financial strength of the Company as of the date of such agreement shall have been lowered or withdrawn since that date or if any such rating organization shall have publicly announced that it has under surveillance or review its rating, with possible negative implications, of the Programs or any such debt securities (including the Notes) of any Issuing Trust or the financial strength of the Company.

Termination of Agreement to Purchase Notes as Principal. The applicable Agent(s) may terminate any agreement by such Agent(s) to purchase Notes from an Issuing Trust the Company as principal, immediately upon notice to such Issuing Trustthe Company, at any time on or prior to the Settlement Date relating thereto, if (i) there has been, since the 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 Global Funding or such Issuing 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 thereof or other calamity or crisis or any change or development or event involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of such 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 the The Allstate Corporation, a publicly owned holding company incorporated under the laws of the State of Delaware (the "CORPORATION"), Allstate Insurance Company, a stock property-liability insurance company incorporated under the laws of the State of Illinois ("AIC"), the Company, Global Funding or such Issuing Trust Company has been suspended or materially limited by the Commission or a 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 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 Federal, Puerto Rico 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 or payable and/or payable, or (v) the rating assigned by any nationally recognized statistical rating organization to the Programs Program or any other debt securities (including the Notes) of any Issuing Trust or the financial strength of the Company as of the date of such agreement shall have been lowered or withdrawn since that date or if any such rating organization shall have publicly announced that it has under surveillance or review its rating, with possible negative implications, rating of the Programs Program or any such debt securities securities, or (including vi) there shall have come to the attention 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) of any Issuing Trust or the financial strength of the Company.,

Termination of Agreement to Purchase Notes as Principal. The applicable Agent(s) may terminate any agreement by such Agent(s) to purchase Notes from an Issuing Trust the Company as principal, immediately upon notice to such Issuing Trustthe Company, at any time on or prior to the Settlement Date relating thereto, if (i) there has been, since the 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 Global Funding or such Issuing 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 thereof or other calamity or crisis or any change or development or event involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of such 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 the The Allstate Corporation, a publicly owned holding company incorporated under the laws of the State of Delaware (the "CORPORATION"), Allstate Insurance Company, a stock property-liability insurance company incorporated under the laws of the State of Illinois ("AIC"), the Company, Global Funding or such Issuing Trust Company has been suspended or materially limited by the Commission or a 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 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 or payable and/or payable, or (v) the rating assigned by any nationally recognized statistical rating organization to the Programs Program or any other debt securities (including the Notes) of any Issuing Trust or the financial strength of the Company as of the date of such agreement shall have been lowered or withdrawn since that date or if any such rating organization shall have publicly announced that it has under surveillance or review its rating, with possible negative implications, rating of the Programs Program or any such debt securities (including the Notes) of any Issuing Trust or the financial strength of the Companysecurities.

Termination of Agreement to Purchase Notes as Principal. The applicable Agent(s) may terminate any agreement by such Agent(s) to purchase Notes from an Issuing Trust as principal, immediately upon notice to such Issuing Trust, at any time on or prior to the Settlement Date relating thereto, if (i) there has been, since the 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 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 Global Funding or such Issuing 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 thereof or other calamity or crisis or any change or development or event involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of such Agent(s), impracticable or inadvisable to market such Notes or enforce contracts for the sale of such Notes, (iii) trading in any securities of the The Allstate Corporation, a publicly owned holding company incorporated under the laws of the State of Delaware (the "CORPORATION"“Corporation”), Allstate Insurance Company, a stock property-liability insurance company incorporated under the laws of the State of Illinois ("“AIC"”), the Company, Global Funding or such Issuing Trust has been suspended or materially limited by the Commission or a 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 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 or payable or (v) the rating assigned by any nationally recognized statistical rating organization to the Programs or any other debt securities (including the Notes) of any Issuing Trust or the financial strength of the Company as of the date of such agreement shall have been lowered or withdrawn since that date or if any such rating organization shall have publicly announced that it has under surveillance or review its rating, with possible negative implications, of the Programs or any such debt securities (including the Notes) of any Issuing Trust or the financial strength of the Company.

Termination of Agreement to Purchase Notes as Principal. The applicable Agent(s) may terminate any agreement by such Agent(s) to purchase Notes from an Issuing Trust the Company as principal, immediately upon notice to such Issuing Trustthe Company, at any time on or prior to the Settlement Date relating thereto, if (i) there has been, since the 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 Global Funding or such Issuing 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 thereof or other calamity or crisis or any change or development or event involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of such 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 the The Allstate Corporation, a publicly owned holding company incorporated under the laws of the State of Delaware (the "CORPORATION"), Allstate Insurance Company, a stock property-liability insurance company incorporated under the laws of the State of Illinois ("AIC"), the Company, Global Funding or such Issuing Trust Company has been suspended or materially limited by the Commission or a 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 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 or payable and/or payable, or (v) the rating assigned by any nationally recognized statistical rating organization to the Programs Program or any other debt securities (including the Notes) of any Issuing Trust or the financial strength of the Company as of the date of such agreement shall have been lowered or withdrawn since that date or if any such rating organization shall have publicly announced that it has under surveillance or review its rating, with possible negative implications, rating of the Programs Program or any such debt securities securities, or (including vi) there shall have come to the attention 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 any Issuing Trust 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 Companycircumstances existing at the time of such delivery, not misleading.

Termination of Agreement to Purchase Notes as Principal. The applicable Agent(s) A Selling Agent may terminate any agreement hereunder by such Agent(s) Selling Agent to purchase Notes from an Issuing Trust as principal, immediately upon notice to such Issuing Trust, the Company and the Guarantor at any time on or prior to the Settlement Date relating thereto, if (i) there has been, since the 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 Global Funding or such Issuing 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 thereof or other calamity or crisis or any change or development or event involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of such Agent(s), impracticable or inadvisable to market such Notes or enforce contracts for the sale of such Notes, (iii) trading in any securities of the The Allstate Corporation, a publicly owned holding company incorporated under Company or the laws of the State of Delaware (the "CORPORATION"), Allstate Insurance Company, a stock property-liability insurance company incorporated under the laws of the State of Illinois ("AIC"), the Company, Global Funding or such Issuing Trust Guarantor has been suspended or materially limited by the Commission or a 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 Guarantor 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 by the relevant authorities other calamity or crisis (in the country United States or countries elsewhere) the effect of origin which on the financial markets of any foreign the United States is such as to make it, in the judgment of such Selling Agent, impracticable to market the Notes or composite currency in which such Notes are denominated or payable enforce contracts for the sale of the Notes, or (v) the rating assigned by any nationally recognized statistical rating organization to the Programs or any other debt securities (including the Notes) of any Issuing Trust or the financial strength of the Company as of since the date of such agreement (x) a downgrading shall have been lowered occurred in the rating accorded the Company’s or withdrawn since the Guarantor’s debt securities by any “nationally recognized statistical rating organization,” as that date term is defined by the Commission for purposes of Section 3(a)(62) of the Exchange Act, or if any (y) such rating an organization shall have publicly announced that it has under surveillance or review its ratingreview, with possible negative implications, of the Programs or any such debt securities (including the Notes) its rating of any Issuing Trust or the financial strength of the Company’s or the Guarantor’s debt securities.

Termination of Agreement to Purchase Notes as Principal. The applicable Agent(s) may terminate any agreement by such Agent(s) to purchase Notes from an Issuing Trust the Operating Partnership as principal, immediately upon notice to such Issuing Trustthe Operating Partnership, at any time on or prior to the Settlement Date relating thereto, if (i) there has been, since the 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 Operating Partnership and its subsidiaries considered as one enterprise, or of Global Funding or such Issuing 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 thereof or other calamity or crisis or any change or development or event involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of such 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 the The Allstate Corporation, a publicly owned holding company incorporated under Company or the laws of the State of Delaware (the "CORPORATION"), Allstate Insurance Company, a stock property-liability insurance company incorporated under the laws of the State of Illinois ("AIC"), the Company, Global Funding or such Issuing Trust Operating Partnership has been suspended or materially limited by the Commission or a 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 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 or payable and/or payable, or (v) the rating assigned by any nationally recognized statistical rating organization to the Programs Program or any other debt securities (including the Notes) of any Issuing Trust or the financial strength of the Company Operating Partnership as of the date of such agreement shall have been lowered or withdrawn since that date or if any such rating organization shall have publicly announced that it has under surveillance or review its rating, with possible negative implications, rating of the Programs Program or any such debt securities securities, or (including vi) there shall have come to the attention 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 any Issuing Trust 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 Companycircumstances existing at the time of such delivery, not misleading.

Termination of Agreement to Purchase Notes as Principal. The applicable Agent(s) Agent or Agents may terminate termi-nate any agreement hereunder by such Agent(s) Agent or Agents to purchase Notes from an Issuing Trust as principal, immediately immediate-ly upon notice to such Issuing Trustthe Company and U S WEST, at any time on or prior to the Settlement Date relating thereto, there-to if (i) there has been, since the date of such agreement or since the respective dates as of which information informa-tion is given in the ProspectusRegistration Statement, any material adverse change in the condition, financial condi-tion of the Company or otherwiseof U S WEST and its subsidiaries consid-ered as one enterprise, or in the earnings, business affairs affairs, or business prospects of the Company or of U S WEST and its subsidiaries considered as one enterprise, or of Global Funding or such Issuing Trust, whether or not arising in the ordinary course of business, the effect of which is, in the judgment of such Agent or Agents, so material and adverse as to make it impracticable to market the Notes or enforce contracts for the sale thereof; or (ii) trading in any securities of the Company or U S WEST shall have been suspended by the SEC or the New York Stock Exchange, or trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such exchange; or (iii) a banking morato-rium shall have been declared either by Federal or New York State authorities or a banking moratorium shall have been declared by the relevant authori-ties in the country or countries of origin of any foreign currency or currencies in which the Notes are denominated or payable, or (iv) there has shall have occurred any outbreak or material adverse change escalation of hostilities or other calamity or crisis the effect of which in the financial markets in the United States or any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development or event involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of such Agent(s)Agent or Agents, impracticable or inadvisable to market such the Notes or enforce contracts for the sale of such Notes, (iii) trading in any securities of the The Allstate Corporation, a publicly owned holding company incorporated under the laws of the State of Delaware (the "CORPORATION"), Allstate Insurance Company, a stock property-liability insurance company incorporated under the laws of the State of Illinois ("AIC"), the Company, Global Funding or such Issuing Trust has been suspended or materially limited by the Commission or a 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 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 or payable thereof; or (v) the rating assigned by any nationally recognized statistical securities rating organization agency to the Programs or any other debt securities (including the Notes) of any Issuing Trust or the financial strength of the Company or U S WEST as of the date of such the agreement to purchase the Notes shall have been lowered or withdrawn since that date or if any such rating organization agency shall have publicly announced that it has under surveillance or review its rating, with possible negative implications, any of the Programs or any such debt securities (including the Notes) of any Issuing Trust or the financial strength of the Companyunder consideration for possible downgrade.

Termination of Agreement to Purchase Notes as Principal. The applicable Agent(s) Purchasing Agent may terminate any agreement by such Agent(s) the Purchasing Agent to purchase Notes from an Issuing Trust the Company as principal, immediately upon notice to such Issuing Trustthe Company, at any time on or prior to the Settlement Date relating thereto, if thereto (i) if there has been, since the 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 in the condition, financial or otherwisecondition of the Company and its subsidiaries considered as one enterprise, or in the earnings, business affairs results of operations or business prospects of the Company and its subsidiaries considered as one enterprise, or of Global Funding or such Issuing 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 currencies, in the international financial markets, or any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development or event involving a prospective change in national or international political, financial or economic conditionscrisis, in each case the effect of which is such as to make it, in the judgment of such Agent(s)the Purchasing Agent, impracticable or inadvisable to market such Notes or enforce contracts for the sale of such Notes, (iii) trading in any securities of the The Allstate Corporation, a publicly owned holding company incorporated under the laws of the State of Delaware (the "CORPORATION"), Allstate Insurance Company, a stock property-liability insurance company incorporated under the laws of the State of Illinois ("AIC"), the Company, Global Funding or such Issuing Trust Company has been suspended or materially limited by the Commission SEC or a national securities exchange, or if trading generally on the New York Stock Exchange or the American Stock Exchange or in the Nasdaq National Market NYSE Alternext U.S. has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by either of said exchanges or by such system or by order of the CommissionSEC, 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 a banking moratorium has been declared by the relevant authorities in the country or countries of origin of any foreign currency or composite currency currencies in which such the Notes are denominated denominated, indexed or payable, or a material disruption has occurred in securities settlement or clearance services in the United States, or, in the case of Notes payable to holders or beneficial owners in Europe, with respect to Clearstream or Euroclear systems in Europe, (viv) if the rating assigned by any nationally recognized statistical securities rating organization agency to the Programs or any other debt securities (including the Notes) of any Issuing Trust or the financial strength of the Company as of the date of such agreement shall have been lowered or withdrawn since that date or if any such rating organization agency shall have publicly announced that it has under surveillance or review its rating, with possible negative implications, rating of the Programs or program pursuant to which any such debt securities are offered for possible downgrading or withdrawal, or (including v) if there shall have come to the Notes) of Purchasing Agent’s attention any Issuing Trust facts that would cause it to believe that the General Disclosure Package, at the Applicable Time, or the financial strength Prospectus, at the time it was required to be delivered (or but for the exemption in Rule 172 of the Company1933 Act Regulations would have been 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 statements therein, in the light of the circumstances existing at the time of such delivery, not misleading.

Termination of Agreement to Purchase Notes as Principal. The applicable Agent(s) Agent or Agents may terminate any agreement hereunder by such Agent(s) Agent or Agents to purchase Notes from an Issuing Trust the Company as principal, immediately upon notice to such Issuing Trustthe Company, at any time on or prior to the Settlement Date relating thereto, if (i) there has been, since the date of such agreement or since the respective dates as of which information is given in the ProspectusRegistration Statement, the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, or of Global Funding or such Issuing 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 thereof or other calamity or crisis or any change or development or event involving a prospective change in national or international political, financial calamity or economic conditionscrisis, in each case the effect of which is such as to make it, in the judgment of such Agent(s)Agent or Agents, impracticable or inadvisable to market such Notes or enforce contracts for the sale of such Notes, or (iii) trading in any securities of the The Allstate Corporation, a publicly owned holding company incorporated under the laws of the State of Delaware (the "CORPORATION"), Allstate Insurance Company, a stock property-liability insurance company incorporated under the laws of the State of Illinois ("AIC"), the Company, Global Funding or such Issuing Trust Company has been suspended or materially limited by the Commission or a 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 shall have 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 by the relevant authorities in the country or countries of origin of any foreign or composite currency or currencies in which such the Notes are denominated or payable payable, or (v) the rating assigned by any nationally recognized statistical rating organization to the Programs Program or any other debt securities (including the Notes) of any Issuing Trust or the financial strength of the Company as of the date of such agreement shall have been lowered or withdrawn since that date or if any such rating organization shall have publicly announced that it has under surveillance or review its ratingreview, with possible negative implications, its rating of the Programs Program or any such debt securities (including the Notes) of any Issuing Trust or the financial strength of the Company, or (vi) there shall have come to the attention of such Agent or Agents any facts that would cause them to believe that the Registration Statement, the Prospectus and the General Disclosure Package, at the time it was 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 light of the circumstances existing at the time of such delivery, not misleading.

Termination of Agreement to Purchase Notes as Principal. The applicable Agent(s) may terminate any agreement by such Agent(s) to purchase Notes from an Issuing the Trust as principal, immediately upon notice to such Issuing the Trust, at any time on or prior to the Settlement Date relating thereto, if (i) there has been, since the 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 Global Funding or such Issuing 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 thereof or other calamity or crisis or any change or development or event involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of such Agent(s), impracticable or inadvisable to market such Notes or enforce contracts for the sale of such Notes, (iii) trading in any securities of the The Allstate Corporation, a publicly owned holding company incorporated under the laws of the State of Delaware (the "CORPORATION"), Allstate Insurance Company, a stock property-liability insurance company incorporated under the laws of the State of Illinois ("AIC"), the Company, Global Funding or such Issuing Trust has been suspended or materially limited by the Commission or a 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 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 or payable or payable, (v) the rating assigned by any nationally recognized statistical rating organization to the Programs Program or any other debt securities (including the Notes) of any Issuing the Trust or the financial strength of the Company as of the date of such agreement shall have been lowered or withdrawn since that date or if any such rating organization shall have publicly announced that it has under surveillance or review its rating, with possible negative implications, of the Programs Program or any such debt securities (including the Notes) of any Issuing the Trust or the financial strength of the CompanyCompany or (vi) there shall have come to the attention 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 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 such delivery, not misleading.

Termination of Agreement to Purchase Notes as Principal. The applicable Agent(s) may terminate any agreement by such Agent(s) to purchase Notes from an Issuing Trust as principal, immediately upon notice to such Issuing Trust, at any time on or prior to the Settlement Date relating thereto, if (i) there has been, since the 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 Global Funding or such Issuing 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 thereof or other calamity or crisis or any change or development or event involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of such Agent(s), impracticable or inadvisable to market such Notes or enforce contracts for the sale of such Notes, (iii) trading in any securities of the The Allstate Corporation, a publicly owned holding company incorporated under the laws of the State of Delaware (the "CORPORATIONCorporation"), Allstate Insurance Company, a stock property-liability insurance company incorporated under the laws of the State of Illinois ("AIC"), the Company, Global Funding or such Issuing Trust has been suspended or materially limited by the Commission or a 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 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 or payable or (v) the rating assigned by any nationally recognized statistical rating organization to the Programs or any other debt securities (including the Notes) of any Issuing Trust or the financial strength of the Company as of the date of such agreement shall have been lowered or withdrawn since that date or if any such rating organization shall have publicly announced that it has under surveillance or review its rating, with possible negative implications, of the Programs or any such debt securities (including the Notes) of any Issuing Trust or the financial strength of the Company.

Termination of Agreement to Purchase Notes as Principal. The applicable Agent(s) may terminate any agreement by such Agent(s) to purchase Notes from an Issuing a Trust as principal, immediately upon notice to the Company and such Issuing Trust, at any time on at or prior to the Settlement Date relating thereto, if (i) there has been, since the 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 Guarantor and its subsidiaries considered as one enterprise, or of Global Funding or such Issuing 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 thereof or other calamity or crisis or any similar change or similar development or event involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of such 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 the The Allstate Corporation, a publicly owned holding company incorporated under the laws of the State of Delaware (the "CORPORATION"), Allstate Insurance Company, a stock property-liability insurance company incorporated under the laws of the State of Illinois ("AIC")Guarantor, the Company, Global Funding Company or such Issuing any Trust has been suspended or materially limited by the Commission or a 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 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 or and/or payable or (v) the rating assigned by any nationally recognized statistical rating organization to the Guarantor, the Programs or any other debt securities (including the Notes) of any Issuing Trust Notes or the financial strength rating of the Company as of the date of such agreement shall have been lowered or withdrawn since that date or if any such rating organization shall have publicly announced since the date of such agreement that it has under surveillance or review its ratingreview, with possible negative implications, its rating of the Guarantor, the Programs or any such debt securities (including the Notes) of any Issuing Trust Notes or the financial strength rating of the Company.

Termination of Agreement to Purchase Notes as Principal. The applicable Agent(s) A Selling Agent may terminate any agreement hereunder by such Agent(s) Selling Agent to purchase Notes from an Issuing Trust as principal, immediately upon notice to such Issuing Trust, the Company and the Guarantor at any time on or prior to the Settlement Date relating thereto, if (i) there has been, since the 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 Global Funding or such Issuing 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 thereof or other calamity or crisis or any change or development or event involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of such Agent(s), impracticable or inadvisable to market such Notes or enforce contracts for the sale of such Notes, (iii) trading in any securities of the The Allstate Corporation, a publicly owned holding company incorporated under Company or the laws of the State of Delaware (the "CORPORATION"), Allstate Insurance Company, a stock property-liability insurance company incorporated under the laws of the State of Illinois ("AIC"), the Company, Global Funding or such Issuing Trust Guarantor has been suspended or materially limited by the Commission or a 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 Guarantor 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 by the relevant authorities other calamity or crisis (in the country United States or countries elsewhere) the effect of origin which on the financial markets of any foreign the United States is such as to make it, in the judgment of such Selling Agent, impracticable to market the Notes or composite currency in which such Notes are denominated or payable enforce contracts for the sale of the Notes, or (v) the rating assigned by any nationally recognized statistical rating organization to the Programs or any other debt securities (including the Notes) of any Issuing Trust or the financial strength of the Company as of since the date of such agreement (x) a downgrading shall have been lowered occurred in the rating accorded the Company’s or withdrawn since the Guarantor’s debt securities by any “nationally recognized statistical rating organization,” as that date or if any term is defined by the Commission for purposes of Section 3(a)(62) of the Exchange Act, and (y) such rating an organization shall have publicly announced that it has under surveillance or review its ratingreview, with possible negative implications, of the Programs or any such debt securities (including the Notes) its rating of any Issuing Trust or the financial strength of the Company’s or the Guarantor’s debt securities.

Termination of Agreement to Purchase Notes as Principal. The ------------------------------------------------------- applicable Agent(s) may terminate any agreement by such Agent(s) to purchase Notes from an Issuing Trust the Company as principal, immediately upon notice to such Issuing Trustthe Company, at any time on or prior to the Settlement Date relating thereto, if (i) there has been, since the 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 Company, CIT and its their subsidiaries considered as one enterprise, or of Global Funding or such Issuing 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 thereof or other calamity or crisis or any change or development or event involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of such 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 the The Allstate Corporation, a publicly owned holding company incorporated under the laws of the State of Delaware (the "CORPORATION"), Allstate Insurance Company, a stock property-liability insurance company incorporated under the laws of the State of Illinois ("AIC"), the Company, Global Funding Company or such Issuing Trust CIT has been suspended or materially limited by the Commission or a 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 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 or payable and/or payable, or (v) the rating assigned by any nationally recognized statistical rating organization to the Programs Program or any other debt securities (including the Notes) of any Issuing Trust or the financial strength of the Company as of the date of such agreement shall have been lowered or withdrawn since that date or if any such rating organization shall have publicly announced that it has under surveillance or review its rating, with possible negative implications, rating of the Programs Program or any such debt securities securities, or (including vi) there shall have come to the attention 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 any Issuing Trust 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 Companycircumstances existing at the time of such delivery, not misleading.

Termination of Agreement to Purchase Notes as Principal. The applicable Agent(s) may terminate any agreement by such Agent(s) to purchase Notes from an Issuing Trust the Company as principal, immediately upon notice to such Issuing Trustthe Company, at any time on or prior to the Settlement Date relating thereto, if (i) there has been, since the 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 Global Funding or such Issuing 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 thereof or other calamity or crisis or any change or development or event involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of such 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 the The Allstate Corporation, a publicly owned holding company incorporated under the laws of the State of Delaware (the "CORPORATION"), Allstate Insurance Company, a stock property-liability insurance company incorporated under the laws of the State of Illinois ("AIC"), the Company, Global Funding or such Issuing Trust Company has been suspended or materially limited by the Commission or a 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 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 or payable and/or payable, or (v) the rating assigned by any nationally recognized statistical rating organization to the Programs Program or any other debt securities (including the Notes) of any Issuing Trust or the financial strength of the Company as of the date of such agreement shall have been lowered or withdrawn since that date or if any such rating organization shall have publicly announced that it has under surveillance or review its rating, with possible negative implications, rating of the Programs Program or any such debt securities (including with a view toward lowering or withdrawing such rating), or (vi) there shall have come to the attention of such Agent(s) any facts that would cause such Agent(s) to reasonably believe that the Prospectus, at the time it was required to be delivered to a purchaser of such Notes) , included an untrue statement of any Issuing Trust 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 Companycircumstances existing at the time of such delivery, not misleading.

Termination of Agreement to Purchase Notes as Principal. The applicable Agent(s) may terminate any agreement by such Agent(s) to purchase Notes from an Issuing Trust the Company as principal, immediately upon notice to such Issuing Trustthe Company, at any time on at or prior to the Settlement Date relating thereto, if (i) there has been, since the date of such agreement or since the respective dates as of which information is given in the ProspectusProspectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial event or otherwiseoccurrence that results, or would result, in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, or of Global Funding or such Issuing Trust, whether or not arising in the ordinary course of businessa Material Adverse Effect, 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 thereof or other calamity or crisis or any change or development or event involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of such 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 the The Allstate Corporation, a publicly owned holding company incorporated under the laws of the State of Delaware (the "CORPORATION"), Allstate Insurance Company, a stock property-liability insurance company incorporated under the laws of the State of Illinois ("AIC"), the Company, Global Funding or such Issuing Trust Company has been suspended or materially limited by the Commission or a national securities exchange, or if trading generally on the New York Stock Exchange or the American Irish 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 have been required, by either of said exchanges or by such system or by order of the Commission, the NASD or any other governmental authorityExchange, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, 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 or payable and/or payable, or (v) the rating assigned by any nationally recognized statistical rating organization to the Programs Program or any other debt securities (including the Notes) of any Issuing Trust or the financial strength of the Company as of the date of such agreement shall have been lowered or withdrawn since that date or if any such rating organization shall have publicly announced that it has under surveillance or review its rating, with possible negative implications, rating of the Programs Program or any such debt securities securities, or (including vi) there shall have come to the attention 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 any Issuing Trust 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 Companycircumstances existing at the time of such delivery, not misleading.

Termination of Agreement to Purchase Notes as Principal. The applicable Agent(s) may terminate any agreement by such Agent(s) to purchase Notes from an Issuing a Trust as principal, immediately upon notice to the Company and such Issuing Trust, at any time on at or prior to the Settlement Date relating thereto, if (i) there has been, since the 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 Guarantor and its subsidiaries considered as one enterprise, or of Global Funding or such Issuing 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 thereof or other calamity or crisis or any similar change or similar development or event involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of such 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 the The Allstate Corporation, a publicly owned holding company incorporated under the laws of the State of Delaware (the "CORPORATION"), Allstate Insurance Company, a stock property-liability insurance company incorporated under the laws of the State of Illinois ("AIC")Guarantor, the Company, Global Funding Company or such Issuing any Trust has been suspended or materially limited by the Commission or a 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 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 or and/or payable or (v) the rating assigned by any nationally recognized statistical rating organization to the Guarantor, the Programs or any other debt securities (including the Notes) of any Issuing Trust Notes or the financial strength rating of the Company as of the date of such agreement shall have been lowered or withdrawn since that date or if any such rating organization shall have publicly announced since the date of such agreement that it has under surveillance or review its ratingreview, with possible negative implications, its rating of the Guarantor, the Programs or any such debt securities (including the Notes) of any Issuing Trust Notes or the financial strength rating of the Company.

Termination of Agreement to Purchase Notes as Principal. The applicable Agent(s) Agent may terminate any agreement by such Agent(s) it to purchase Notes from an Issuing Trust the Company as principal, immediately upon notice to such Issuing Trustthe Company, at any time on or prior to the Settlement Date relating thereto, if (i) there has been, since the 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 Global Funding or such Issuing TrustMaterial Adverse Effect, 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 currencies, in the international financial markets, or any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development or event involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of such Agent(s)the Agent, impracticable or inadvisable to market such Notes or enforce contracts for the sale of such Notes, or (iii) trading in any securities of the The Allstate Corporation, a publicly owned holding company incorporated under the laws of the State of Delaware (the "CORPORATION"), Allstate Insurance Company, a stock property-liability insurance company incorporated under the laws of the State of Illinois ("AIC"), the Company, Global Funding or such Issuing Trust Company has been suspended or materially limited by the Commission or a 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 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 or payable and/or payable, or (v) the rating assigned by any nationally recognized statistical rating organization to the Programs Program or any other debt securities (including the Notes) of any Issuing Trust or the financial strength of the Company as of the date of such agreement shall have has been lowered or withdrawn since that date or if any such rating organization shall have has publicly announced that it has under surveillance or review its rating, with possible negative implications, rating of the Programs Program or any such debt securities securities, or (including vi) there has come to the Notes) of any Issuing Trust or the financial strength attention of the CompanyAgent any facts that would cause the Agent 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 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 such delivery, not misleading.

Termination of Agreement to Purchase Notes as Principal. The applicable Agent(s) may terminate any agreement by such Agent(s) to purchase Notes from an Issuing Trust as principal, immediately upon notice to such Issuing Trust, at any time on or prior to the Settlement Date relating thereto, if (i) there has been, since the 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 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 Global Funding or such Issuing 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 thereof or other calamity or crisis or any change or development or event involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of such Agent(s), impracticable or inadvisable to market such Notes or enforce contracts for the sale of such Notes, (iii) trading in any securities of the The Allstate Corporation, a publicly owned holding company incorporated under the laws of the State of Delaware (the "CORPORATIONCorporation"), Allstate Insurance Company, a stock property-liability insurance company incorporated under the laws of the State of Illinois ("AIC"), the Company, Global Funding or such Issuing Trust has been suspended or materially limited by the Commission or a 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 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 or payable or (v) the rating assigned by any nationally recognized statistical rating organization to the Programs or any other debt securities (including the Notes) of any Issuing Trust or the financial strength of the Company as of the date of such agreement shall have been lowered or withdrawn since that date or if any such rating organization shall have publicly announced that it has under surveillance or review its rating, with possible negative implications, of the Programs or any such debt securities (including the Notes) of any Issuing Trust or the financial strength of the Company.