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 hereunder by such Agent(s) to purchase Notes as principal, immediately upon notice to the Company, at any time prior to the Settlement Date relating 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, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other national or international calamity or crisis the effect of which is such as to make it, in the judgment of such Agent(s), impracticable to market the Notes or enforce contracts for the sale of the Notes, or (iii) if trading in any securities of the Company has been suspended by the Commission or a national securities exchange, or if trading generally on either the American Stock Exchange or the New York Stock Exchange shall have been suspended, 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 order of the Commission or any other governmental authority, or if a banking moratorium shall have been declared by either Federal, California or New York authorities, or (iv) if the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of any applicable principal purchase shall have been lowered since that date or if any such rating agency shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Company, or (v) if there shall have come to such Agent(s) attention 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 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 also terminate any agreement hereunder by such Agent(s) Agent or Agents to purchase Notes from the Company as principal, immediately upon by notice to the Company, at any time at or prior to the Settlement Date relating 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, General Disclosure Package and 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, whether or not arising in the ordinary course of business, or (ii) if there shall have has occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other national or international calamity or crisis or escalation of any existing hostilities, 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 the Notes or enforce contracts for the sale of the NotesNotes or a material disruption has occurred in securities settlement or clearance services in the United States, or (iii) if trading in any of the securities of the Company has been suspended by the Commission or a national securities exchangethe New York Stock Exchange, or if trading generally on either the New York Stock Exchange, the American Stock Exchange or the New York Stock Exchange shall have NASDAQ has been suspended, 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 order of the Commission or any other governmental authority, or if a banking moratorium shall have has been declared by either Federal, California or New York or Maryland authorities, or (iv) if the rating assigned by any nationally recognized securities statistical rating agency organization to any debt securities of the Company as of the date of any applicable principal purchase such agreement shall have been lowered since that date or if any such rating agency organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Company, or (v) if there shall have come to the attention of such Agent(s) attention Agent or Agents any facts that would cause such Agent(s) them to believe that the Registration Statement, General Disclosure Package and 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 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 may terminate any agreement hereunder by such Agent(s) the Agent to purchase Notes as principal, immediately upon notice to the Company, at any time prior to the Settlement Date relating 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 StatementProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there shall have occurred any material adverse change in the financial markets in the United States or any outbreak of hostilities or escalation of hostilities thereof or other national or international calamity or crisis the effect of which is such as to make it, in the judgment of such Agent(s)the Agent, impracticable to market the Notes or enforce contracts for the sale of the Notes, or (iii) if trading in any securities Notes of the Company has been suspended or limited by the Commission or a national securities exchange, or if trading generally on either the American Stock Exchange Nasdaq National Market System or the New York Stock Exchange shall have been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities Notes have been required, by either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium shall have been declared by either Federalthe United States, California New York, Indiana, Illinois or New York authorities, Kentucky or (iv) if the rating assigned by any nationally recognized securities statistical rating agency organization to the Program, any debt securities of the Company or the Company's other Notes as of the date of any applicable principal purchase such agreement shall have been lowered or withdrawn since that date or if any such rating agency organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the Program or any debt securities of the Company or the Company's other Notes, or (v) if there shall have come to such Agent(s) the attention of the Agent any facts that would reasonably cause such Agent(s) it 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 statements therein, in the light of the circumstances existing at the time of such delivery, not misleading. As used in this Section 12(b), the term "Prospectus" means the Prospectus in the form first provided to the Agent for use in confirming sales of the related Notes.

Termination of Agreement to Purchase Notes as Principal. The ------------------------------------------------------- applicable Agent(s) Any Agent may terminate any agreement Terms Agreement hereunder by such Agent(s) Agent to purchase Notes as principal, immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto (i) if there has been, since the date of such agreement Terms Agreement or since the respective dates as of which information is given in the Registration StatementProspectus, any material adverse change change, or any development involving a prospective 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 Subsidiaries taken as one enterprisea whole, whether or not arising in the ordinary course of business, or (ii) if there shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other national or international calamity or crisis the effect of which is such as to make it, in the judgment of such Agent(s)Agent, impracticable to market the Notes or enforce contracts for the sale of the Notes, or (iii) if trading in any securities of the Company has been suspended by the Commission SEC or a national securities exchange, or if trading generally on either the American Stock Exchange or the New York Stock Exchange shall have been suspended, 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 order of the Commission SEC or any other governmental authority, or if a banking moratorium shall have been declared by either Federal, California or New York authoritiesor Texas authorities or if a banking moratorium shall have been declared by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which the Notes are denominated or payable, or (iv) if the rating assigned by any nationally recognized securities statistical rating agency organization to any debt securities of the Company as of the date of any applicable principal purchase shall have been lowered since that date or if any such rating agency shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Company, or (v) if there shall have come to such Agent(s) Agent's attention any facts that would cause such Agent(s) Agent 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 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) An Agent may terminate any agreement hereunder by such Agent(s) Agent to purchase Notes as principal, immediately upon notice to the Company, Corporation at any time prior to the Settlement Date relating thereto thereto, if (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, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other national or international calamity or crisis the effect of which is such as to make it, in the judgment of such Agent(s), impracticable to market the Notes or enforce contracts for the sale of the Notes, or (iii) if trading in any securities of the Company Corporation has been suspended by the Commission SEC or a national securities exchange, or if trading generally on either the American Stock Exchange or the New York Stock Exchange shall have been suspended, 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 order of the Commission SEC or any other governmental authority, (ii) there has been, since the date of such agreement, any material adverse change or if any development involving a prospective material adverse change in the condition (financial or other), earnings, business or properties of the Corporation and its subsidiaries the effect of which is such as to make it, in the sole judgment of such Agent, impracticable to market the Notes or enforce contracts for the sale of the Notes, (iii) a material disruption in the commercial banking or securities settlement or clearance services in the United States has occurred or a banking moratorium shall have been declared by either Federal, California Federal or New York State authorities, (iv) there shall have occurred any outbreak or 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 Agent, impracticable to market the Notes or enforce contracts for the sale of the Notes, or (ivv) if the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of since the date of any applicable principal purchase such agreement (x) no downgrading shall have been lowered since occurred in the rating accorded the Corporation's debt securities by any "nationally recognized statistical rating organization," as that date or if any term is defined by the SEC for purposes of Rule 436(g)(2) under the 1933 Act, and (y) no such rating agency organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Company, or (v) if there shall have come to such Agent(s) attention 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 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 misleadingCorporation's debt securities.

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 the Company as principal, immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto thereto, if (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 StatementProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, results of operations or business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other national or international calamity or crisis the effect of which is such as to make it, in the judgment of such Agent(s)Agent or Agents, impracticable to market the Notes or to enforce contracts for the sale of the Notes, or (iii) if trading in any securities of the Company has been suspended by the Commission SEC or a national securities exchange, or if (iv) trading generally on either the American Stock Exchange or the New York Stock Exchange shall have been suspended, 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 order of the Commission SEC or any other governmental authority, or if (v) a banking moratorium shall have been declared by either Federal, California or New York or Texas authorities, or (ivvi) if the rating assigned by any nationally recognized securities statistical rating agency organization to any debt securities of the Company as of the date of any applicable principal purchase such agreement shall have been lowered since that date or if any such rating agency organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Company, Company or (vvii) if there shall have come to the attention of such Agent(s) attention Agent or Agents any facts that would cause such Agent(s) 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 statements therein, in the light of the circumstances circum stances existing at the time of such delivery, not misleading.

Termination of Agreement to Purchase Notes as Principal. The ------------------------------------------------------- applicable Agent(s) Purchasing Agent may terminate any agreement hereunder by such Agent(s) the Purchasing Agent to purchase Notes from the Company as principal, immediately upon notice to the Company, at any time on or prior to the Settlement Date relating thereto thereto, if (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 StatementProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there shall have has occurred any material adverse change in the financial markets in the United States or any outbreak or escalation 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 calamity political, financial or crisis economic conditions, in each case the effect of which is such as to make it, in the judgment of such Agent(s)the Purchasing Agent, impracticable to market the such Notes or enforce contracts for the sale of the such Notes, or (iii) if trading in any securities of the Company 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 Stock Exchange or in the New York Stock Exchange shall have Nasdaq National Market has been suspendedsuspended 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 Commission, the NASD or any other governmental authority, or if (iv) a banking moratorium shall have has been declared by either Federal, California Federal or New York authorities, or (ivv) if the rating assigned by any nationally recognized securities statistical rating agency organization to the Program or any debt securities (including the Notes) of the Company as of the date of any applicable principal purchase such agreement shall have been lowered or withdrawn since that date or if any such rating agency organization shall have publicly announced that it has under surveillance or review, with possible negative implications, review its rating of the Program or any such debt securities of the Companysecurities, or (vvi) if there shall have come to such Agent(s) the attention of the Purchasing Agent any facts that would cause such Agent(s) the Purchasing 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.