Common use of Termination of a Terms Agreement Clause in Contracts

Termination of a Terms Agreement. An Agent party to a Terms Agreement may terminate such Terms Agreement (as to itself only) immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto if (i) there has been, between the date of such Terms Agreement and the related Settlement Date, any material adverse change in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise, (ii) there has occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other calamity or crisis, the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iii) trading in any securities of the Company has been suspended (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting a material adverse change, since the date of such Terms Agreement, in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) trading generally on the New York Stock Exchange has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities shall have been required, by such exchange or by order of the Commission or any other governmental authority, or if a banking moratorium has been declared by either Federal or New York authorities or if a banking moratorium has been declared by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which the Notes are denominated or payable or (v) after the date of such Terms Agreement the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of such Terms Agreement shall have been lowered or any such rating agency shall have publicly announced that it has placed any debt securities of the Company on what is commonly termed a "watch list" with negative implications.

Termination of a Terms Agreement. An Agent party to a Terms Agreement The applicable Agent(s) may terminate such any Terms Agreement (as to itself only) Agreement, immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto if (i) if there has been, between since the date of such Terms Agreement and Agreement, any Material Adverse Change which, in any such case, in the judgment of such Agent(s), makes it impractical to market the related Settlement Date, any material adverse change in the consolidated financial condition Notes or earnings of the Company and its subsidiaries, considered as one enterprise, (ii) if there has occurred any material adverse change in the financial markets in the United States or any outbreak of new hostilities or escalation of existing hostilities or other national or international calamity or crisis, crisis the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of such AgentAgent(s), impracticable to market the related Notes or to enforce contracts for the sale of the Notes, such Notes or (iii) if trading in any securities of the Company has been suspended (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting a material adverse changeSEC or any exchange on which such securities are listed, since the date of such Terms Agreement, in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) if trading generally on the New York Stock Exchange or in a national over-the-counter market has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities shall have been required, by such exchange or by order of the Commission SEC, any exchange on which such securities are listed or any other governmental authority, authority or (iv) if a banking moratorium has been declared by either Federal federal or New York authorities or if a banking moratorium has shall have been declared by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which the related Notes are denominated or payable or (v) after the date of such Terms Agreement if the rating assigned by any nationally recognized securities rating agency Xxxxx'x Investors Service, Inc. or Standard & Poor's Ratings Group to any debt securities (including the Notes) of the Company as of the date of such any applicable Terms Agreement shall have been lowered since that date or if any such rating agency shall have publicly announced that it has placed under surveillance or review, with possible negative implications, its rating of any such debt securities securities, or (vi) if 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 the Company on what is commonly termed related Notes, included an untrue statement of a "watch list" with negative implicationsmaterial 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 a Terms Agreement. An Each Agent party to named in a Terms Agreement may terminate such Terms Agreement (as to itself only) Agreement, immediately upon notice to the Company, at any time at or prior to the Settlement Date relating thereto if (i) if there has been, between since the date of such Terms Agreement and or since the related Settlement Daterespective dates as of which information is given in the Registration Statement, any material adverse change in, or any material development known to management which is likely to result in a material adverse change in, the consolidated condition, financial condition or earnings otherwise, of the Company and its subsidiaries, subsidiaries considered as one enterprise, 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 has occurred any material adverse change in the financial markets in the United States or any outbreak or material escalation of hostilities or other calamity or crisis, crisis the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of such Agent's reasonable judgment, impracticable to market the Notes or to enforce contracts for the sale of the Notes, or (iii) if trading in any securities the Common Stock of the Company has been suspended (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting Commission or a material adverse changenational securities exchange, since the date of such Terms Agreement, in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) if trading generally on either the American Stock Exchange or the New York Stock Exchange has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities shall have been required, by such exchange either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium in the United States generally or in the City or the State of New York has been declared by either Federal or New York authorities or if a banking moratorium has been declared by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which underlying the Notes are denominated or payable Notes, or (viv) after the date of such Terms Agreement if the rating assigned by any nationally recognized securities rating agency to any debt securities or other obligations of the Company as of has been lowered since the date of such the applicable Terms Agreement shall have been lowered or if any such rating agency shall have publicly announced that it has placed any debt securities or other obligations of the Company on what is commonly termed a "watch list" with negative implicationsfor possible downgrading, or (v) if there shall have come to such Agent's attention 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 Notes, contained 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 a Terms Agreement. An Each Agent party to a may terminate any Terms Agreement may terminate such Terms Agreement (as to itself onlyonly (or, in the case of a syndicated issue, as to the entire syndicate if the bookrunning lead managing Agent(s) so terminate), immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto if thereto: (i) if there has been, between since the date of such Terms Agreement and or since the related Settlement Daterespective dates as of which information is given in the Prospectus or the General Disclosure Package, any material adverse change change, or any development involving a prospective change, in or affecting the consolidated general affairs, management, financial condition position, shareholders’ equity or earnings results of operations of the Company and its subsidiaries, considered as one enterprise, (ii) there has occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other calamity or crisis, the effect of which is such in the judgment of the applicable Agent after consultation with the Company (or, in the case of a syndicated issue, the judgment of the bookrunning lead managing Agent(s)) so material and adverse as to make it, it impracticable or inadvisable to proceed with the delivery of the Notes to which such Terms Agreement relates on the terms and in the reasonable judgment of manner contemplated in the Prospectus or the General Disclosure Package and such Agent, impracticable Terms Agreement; or (ii) if subsequent to market the Notes or to enforce contracts for the sale of the Notes, (iii) trading in any securities of the Company has been suspended (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting a material adverse change, since the date of such Terms Agreement, in the consolidated financial condition or earnings Agreement there has occurred any of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, following: (A) a suspension or material limitation in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) trading in securities generally on the New York Stock Exchange has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities shall have been required, by such exchange or by order of the Commission or any other governmental authority, or if Exchange; (B) a general moratorium on commercial banking moratorium has been activities in New York declared by either Federal or New York State authorities or if a banking moratorium has been declared by the relevant authorities authority in the country or countries of origin of any foreign currency or currencies in which the Notes are denominated or payable or a material disruption in commercial banking or securities settlement or clearance services in the United States; or (vC) an outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war or other calamity or crisis, or prospective change in financial, political or economic conditions in the United States or elsewhere having an adverse effect on the financial markets of the United States, the effect of which shall be such as to make it, in the judgment of the applicable Agent (or, in the case of a syndicated issue, the judgment of the bookrunning lead managing Agent(s)) after consultation with the Company (or, in the case of a syndicated issue, the judgment of the bookrunning lead managing Agent(s)), impracticable to market the Notes or enforce contracts for the sale of the Notes to which such Terms Agreement relates on the terms and in the manner contemplated in the Prospectus or the General Disclosure Package and such Terms Agreement; or (iii) if subsequent to the date of such Terms Agreement there has occurred any downgrading in the rating assigned by any nationally recognized securities rating agency to of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Section 3(a)(62) of the date of such Terms Agreement shall have been lowered 1934 Act), or any public announcement that any such organization has under surveillance or review its rating agency shall have publicly announced that it has placed of any debt securities of the Company on what is commonly termed (other than an announcement with positive implications of a "watch list" with negative implicationspossible upgrading, and no implication of a possible downgrading, of such rating).

Termination of a Terms Agreement. An The Agent or Agents party to a Terms Agreement may terminate such any Terms Agreement (as to itself only) Agreement, immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto if (i) if there has been, between since the date of such Terms Agreement and or since the related Settlement Daterespective dates as of which information is given in the Registration Statement, the Prospectus or any applicable Permitted Free Writing Prospectus, any material adverse change in the consolidated condition, financial condition or earnings otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries, subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, (ii) if there has shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other calamity or crisis, crisis the effect of which on the financial markets of the U.S. is such as to make it, in the reasonable judgment of the Agent or Agents party to such AgentTerms Agreement (after consultation with the Company), impracticable to market the Notes subject to such Terms Agreement or to enforce contracts for the sale of the such Notes, (iii) if trading in any securities of the Company has been suspended (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting Commission or a material adverse changenational securities exchange, since the date of such Terms Agreement, in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) if trading generally on either The Nasdaq Stock Market LLC or the New York Stock Exchange has shall have been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities shall have been required, by such exchange either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium has shall have been declared by either Federal federal, California or New York authorities or if a banking moratorium has 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 subject to such Terms Agreement are denominated or payable or payable, (viv) after the date of such Terms Agreement if the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of such any Terms Agreement shall have been lowered since that date or if any such rating agency shall have publicly announced since that date that it has placed any debt securities of the Company on what is commonly termed a "“watch list" with negative implications” for possible downgrading, or (v) if there shall have come to the Agent’s or Agents’ attention any facts that would cause such Agent or Agents to believe that the Prospectus, at the time it was required to be delivered to a purchaser of Notes subject to such Terms Agreement, contained 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 a Terms Agreement. An Agent party to a may terminate any Terms Agreement may terminate between such Terms Agreement (as to itself only) Agent and the Company, immediately upon notice to the Company, at any time at or prior to the Settlement Date Time relating thereto if (i) if there has been, between been since the date of such the Terms Agreement and or since the related Settlement Daterespective dates as of which information is given in the Prospectus (as amended or supplemented to the date of the Terms Agreement), any material adverse change in the consolidated condition, financial condition or earnings otherwise, of the Company and its subsidiaries, consolidated subsidiaries considered as one enterprise, or in the earnings, business affairs or business prospects of the Company and its consolidated subsidiaries considered as one enterprise, whether not arising in the ordinary course of business, (ii) if there has 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, crisis the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of if such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iii) trading in any securities of the Company has been suspended (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting a material adverse change, since the date of such Terms Agreement, in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) trading generally on the New York Stock Exchange has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities shall have been required, by such exchange or by order of the Commission or any other governmental authority, or if a banking moratorium has been declared by either Federal or New York authorities or if a banking moratorium has been declared by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which the Notes are denominated or payable or (v) after the date of such Terms Agreement the rating assigned by any nationally recognized securities rating agency in the United States to any debt securities of the Company as of the date of such the Terms Agreement shall have been lowered or if any such rating agency shall have publicly announced that it has placed any debt securities of the Company on what is commonly termed a "watch list" with negative implicationsfor possible downgrading, or (iv) if there shall have come to such Agent's attention any facts that would cause such Agent reasonably to believe that the Prospectus contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances then existing, not misleading.

Termination of a Terms Agreement. An Any Agent party to a Terms Agreement may terminate such any Terms Agreement (as to itself only) Agreement, immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto if (i) if there has been, between the date of such Terms Agreement and the related Settlement Date, any material adverse change in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise, (ii) there has shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other calamity or crisis, involving the United States the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, or (iiiii) if trading in any securities of the Company has been suspended (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting SEC or a material adverse changenational securities exchange, since the date of such Terms Agreement, in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) if trading generally on either the American Stock Exchange or the New York Stock Exchange has shall have been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities shall have been required, by such exchange either of said exchanges or by order of the Commission SEC or any other governmental authority, or if a banking moratorium has shall have been declared by either Federal or New York authorities or if a banking moratorium has 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 payable, or (viii) after the date of such Terms Agreement if the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of such any applicable Terms Agreement shall have been lowered since that date or if any such rating agency shall have publicly announced that it has placed under surveillance or review, with possible negative implications, its rating of any debt securities of the Company, or (iv) if there has occurred any material adverse change in the condition, financial or otherwise, in the business affairs or business prospects of the Company on what is commonly termed and its subsidiaries, taken as a "watch list" with negative implicationswhole, whether or not in the ordinary course of business.

Termination of a Terms Agreement. An Each Agent party to named in a Terms -------------------------------- Agreement may terminate such Terms Agreement (as to itself only) Agreement, immediately upon notice to the Company, at any time at or prior to the Settlement Date relating thereto if (i) if there has been, between since the date of such Terms Agreement and or since the related Settlement Daterespective dates as of which information is given in the Registration Statement, any material adverse change in, or any material development known to management which is likely to result in a material adverse change in, the consolidated condition, financial condition or earnings otherwise, of the Company and its subsidiaries, subsidiaries considered as one enterprise, 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 has occurred any material adverse change in the financial markets in the United States or any outbreak or material escalation of hostilities or other calamity or crisis, crisis the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of such Agent's reasonable judgment, impracticable to market the Notes or to enforce contracts for the sale of the Notes, or (iii) if trading in any securities the Common Stock of the Company has been suspended (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting Commission or a material adverse changenational securities exchange, since the date of such Terms Agreement, in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) if trading generally on either the American Stock Exchange or the New York Stock Exchange has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities shall have been required, by such exchange either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium in the United States generally or in the City or the State of New York has been declared by either Federal or New York authorities or if a banking moratorium has been declared by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which underlying the Notes are denominated or payable Notes, or (viv) after the date of such Terms Agreement if the rating assigned by any nationally recognized securities rating agency to any debt securities or other obligations of the Company as of has been lowered since the date of such the applicable Terms Agreement shall have been lowered or if any such rating agency shall have publicly announced that it has placed any debt securities or other obligations of the Company on what is commonly termed a "watch list" with negative implicationsfor possible downgrading, or (v) if there shall have come to such Agent's attention 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 Notes, contained 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 a Terms Agreement. An Agent party to a Terms Agreement may terminate such any Terms Agreement (as to itself only) Agreement, immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto if (i) if there has been, between since the date of such Terms Agreement or since the respective dates as of which information is given in the Registration Statement (as amended and supplemented to the related Settlement Datedate of the Terms Agreement), any material adverse change in the consolidated condition, financial condition or earnings otherwise, or in the earnings, results of operations, assets or liabilities of the Company and its subsidiaries, subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business or, (ii) if there has 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, in all cases the effect of which is shall be such as to make it, in the reasonable judgment of such an Agent, 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 shall have been suspended (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting Commission or a material adverse changenational securities exchange, since the date of such Terms Agreement, in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) if trading generally on either the American Stock Exchange or the New York Stock Exchange has shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, by such exchange either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium has shall have been declared by either Federal or New York authorities or if a banking moratorium has been declared by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which the Notes are denominated or payable authorities, or (viv) after the date of such Terms Agreement if the rating assigned by any nationally recognized securities rating agency to any senior debt securities of the Company or any subsidiary thereof as of the date of such the applicable Terms Agreement shall have been lowered since that date or if any such rating agency shall have publicly announced that it has placed any debt securities of the Company on what is commonly termed a "watch list" for possible downgrading, or (v) if there shall have come to an Agent's attention any facts that would cause an Agent to believe that the Prospectus, at the time it was required to be delivered to such Agent as principal, contained 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; provided that in such case the Company may immediately authorize Additional Agents to solicit offers for the purchase of Notes in accordance with negative implicationsthe provisions of Section 2(a) hereof notwithstanding the requirement to give the Agents prior notice of such authorization.

Termination of a Terms Agreement. An Agent who is party to a Terms Agreement may terminate such Terms Agreement (as to itself only) Agreement, immediately upon notice to the Company, at any time prior to the Settlement Closing Date relating thereto if (i) if there has been, between since the date of such Terms Agreement and or since the related Settlement Daterespective dates as of which information is given in the Registration Statement, any material adverse change change, or any development involving a prospective change, in or affecting the consolidated financial condition business or earnings properties of the Company and its subsidiariessubsidiaries shall have occurred the effect of which is, considered in the judgment of such Agent, so material and adverse to the Company and its subsidiaries taken as one enterprise, a whole as to make it impractical or inadvisable to proceed with the delivery of such Note or (ii) if there has 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 shall be such as to make it, in the reasonable judgment of such Agent, 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 shall have been suspended (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting Commission or a material adverse changenational securities exchange, since the date of such Terms Agreement, in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) if trading generally on either the American Stock Exchange or the New York Stock Exchange has shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, by such exchange either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium has shall have been declared by either Federal or New York authorities or if a banking moratorium has 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 payable, or (viv) after the date of such Terms Agreement if the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of such any applicable Terms Agreement shall have been lowered since that date or if any such rating agency shall have publicly announced that it has placed any debt securities of the Company on what is commonly termed a "watch list" with negative implicationsfor possible downgrading, or (v) if there shall have come to the attention of such Agent any facts that would cause you to believe that the Prospectus, at the time it was required to be delivered to a purchaser of Notes, contained 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 a Terms Agreement. An The Agent or Agents party to a Terms Agreement may terminate such any Terms Agreement (as to itself only) Agreement, immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto if (i) if there has been, between since the date of such Terms Agreement and or since the related Settlement Daterespective dates as of which information is given in the Registration Statements, any material adverse change in the consolidated condition, financial condition or earnings otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries, subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other calamity or crisis, crisis the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the Agent or Agents party to such AgentTerms Agreement (after consultation with the Company), impracticable to market the Notes subject to such Terms Agreement or to enforce contracts for the sale of the such Notes, or (iii) if trading in any securities of the Company has been suspended (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting Commission or a material adverse changenational securities exchange, since the date of such Terms Agreement, in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) if trading generally on either the American Stock Exchange or the New York Stock Exchange has shall have been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities shall have been required, by such exchange either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium has shall have been declared by either Federal federal or New York authorities or if a banking moratorium has 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 subject to such Terms Agreement are denominated or payable payable, or (viv) after the date of such Terms Agreement if the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of such any Terms Agreement shall have been lowered or withdrawn since that date or if any such rating agency shall have publicly announced since that date that it has placed any debt securities of the Company on what is commonly termed a "watch list" with negative implicationsfor possible downgrading, or (v) if there shall have come to the Agent's or Agents' attention any facts that would cause such Agent or Agents to believe that the Prospectus, at the time it was required to be delivered to a purchaser of Notes subject to such Terms Agreement, contained 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 a Terms Agreement. An The Purchasing Agent party to a Terms Agreement may terminate such any Terms Agreement (as to itself only) Agreement, immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto if (i) if there has been, between since the date of such Terms Agreement and or since the related Settlement Daterespective dates as of which information is given in the Registration Statement, the Prospectus or any applicable Permitted Free Writing Prospectus any material adverse change in the consolidated condition, financial condition or earnings otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries, subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other calamity or crisis, crisis the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of such Agentthe Purchasing Agent (after consultation with the Company), impracticable to market the Notes subject to such Terms Agreement or to enforce contracts for the sale of the such Notes, or (iii) if trading in any securities of the Company has been suspended (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting Commission or a material adverse changenational securities exchange, since the date of such Terms Agreement, in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) if trading generally on either the American Stock Exchange or the New York Stock Exchange has shall have been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities shall have been required, by such exchange either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium has shall have been declared by either Federal federal, California or New York authorities or if a banking moratorium has 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 subject to such Terms Agreement are denominated or payable payable, or (viv) after the date of such Terms Agreement if the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of such any Terms Agreement shall have been lowered since that date or if any such rating agency shall have publicly announced since that date that it has placed any debt securities of the Company on what is commonly termed a "“watch list" with negative implications” for possible downgrading, or (v) if there shall have come to the Purchasing Agent’s attention any facts that would cause the Purchasing Agent to believe that the Prospectus, at the time it was required to be delivered to a purchaser of Notes subject to such Terms Agreement, contained 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 a Terms Agreement. An Agent party to a Terms Agreement may terminate such Terms Agreement (as to itself only) immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto if (i) there has been, between since the date of such Terms this Agreement and or since the related Settlement Daterespective dates as of which information is given in the Registration Statement, any material adverse change in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise, (ii) there has occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other calamity or crisis, the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, (iii) if trading in any securities of the Company has been suspended (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting a material adverse change, since the date of such Terms Agreementthis Agreement or the respective date as of which information is given in the Registration Statement, in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, (iv) if trading generally on the New York Stock Exchange has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities shall have been required, by such exchange or by order of the Commission or any other governmental authority, or if a banking moratorium has been declared by either Federal or New York authorities or if a banking moratorium has been declared by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which the Notes Securities are denominated or payable or (v) after the date of such Terms Agreement Agreement, the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of such Terms Agreement shall have been lowered or any such rating agency shall have publicly announced that it has placed any debt securities of the Company on what is commonly termed a "watch list" with negative implications.

Termination of a Terms Agreement. An The Agent or Agents party to a Terms Agreement may terminate such any Terms Agreement (as to itself only) Agreement, immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto if (i) if there has been, between since the date of such Terms Agreement and or since the related Settlement Daterespective dates as of which information is given in the Registration Statement, the Prospectus or any applicable Permitted Free Writing Prospectus any material adverse change in the consolidated condition, financial condition or earnings otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries, subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other calamity or crisis, crisis the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the Agent or Agents party to such AgentTerms Agreement (after consultation with the Company), impracticable to market the Notes subject to such Terms Agreement or to enforce contracts for the sale of the such Notes, or (iii) if trading in any securities of the Company has been suspended (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting Commission or a material adverse changenational securities exchange, since the date of such Terms Agreement, in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) if trading generally on either the American Stock Exchange or the New York Stock Exchange has shall have been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities shall have been required, by such exchange either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium has shall have been declared by either Federal federal, California or New York authorities or if a banking moratorium has 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 subject to such Terms Agreement are denominated or payable payable, or (viv) after the date of such Terms Agreement if the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of such any Terms Agreement shall have been lowered since that date or if any such rating agency shall have publicly announced since that date that it has placed any debt securities of the Company on what is commonly termed a "“watch list" with negative implications” for possible downgrading, or (v) if there shall have come to the Agent’s or Agents’ attention any facts that would cause such Agent or Agents to believe that the Prospectus, at the time it was required to be delivered to a purchaser of Notes subject to such Terms Agreement, contained 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 a Terms Agreement. An Agent party to a Terms Agreement may terminate such any Terms Agreement (as to itself only) Agreement, immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto if (i) if there has been, between since the date of such Terms Agreement and or since the related Settlement Daterespective dates as of which information is given in the Registration Statement, any material adverse change in the consolidated condition, financial condition or earnings otherwise, of the Company and its subsidiariesCompany, considered as one enterprisewhether or not arising in the ordinary course of business, or (ii) if there has shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of major hostilities in which the United States is involved or any other substantial national or international calamity or crisis, crisis the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable or inadvisable 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 (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting SEC or a material adverse change, since the date of such Terms Agreement, national securities exchange or in the consolidated financial condition NASDAQ National Market, or earnings of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) if trading generally on the New York Stock Exchange has shall have been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities shall have been required, by such said exchange or by order of the Commission SEC or any other governmental authority, or if a banking moratorium has shall have been declared by either Federal or New York authorities or if a banking moratorium has been declared by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which the Notes are denominated or payable authorities, or (viv) after the date of such Terms Agreement if the rating assigned by any "nationally recognized securities statistical rating agency organization" (as defined for purposes of Rule 436(g) of the 1933 Act) to any debt securities of the Company as of the date of such any applicable Terms Agreement shall have been lowered since that date or if any such rating agency organization shall have publicly announced that it has placed under surveillance or review, with possible negative implications, its rating of any debt securities of the Company on what is commonly termed Company, or (v) if there shall have come to such Agent's attention any facts that would cause such Agent to believe that the Prospectus, at the time it was required to be delivered to a "watch list" with negative implicationspurchaser of Notes, contained 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 a Terms Agreement. An The Agent or Agents party to a Terms Agreement may terminate such any Terms Agreement (as to itself only) Agreement, immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto if (i) if there has been, between since the date of such Terms Agreement and or since the related Settlement Daterespective dates as of which information is given in the Registration Statement, the Prospectus or any applicable Permitted Free Writing Prospectus any material adverse change in the consolidated condition, financial condition or earnings otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries, subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other calamity or crisis, crisis the effect of which on the financial markets of the U.S. is such as to make it, in the reasonable judgment of the Agent or Agents party to such AgentTerms Agreement (after consultation with the Company), impracticable to market the Notes subject to such Terms Agreement or to enforce contracts for the sale of the such Notes, or (iii) if trading in any securities of the Company has been suspended (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting Commission or a material adverse changenational securities exchange, since the date of such Terms Agreement, in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) if trading generally on either the Nasdaq Stock Market or the New York Stock Exchange has shall have been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities shall have been required, by such exchange either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium has shall have been declared by either Federal federal, California or New York authorities or if a banking moratorium has 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 subject to such Terms Agreement are denominated or payable payable, or (viv) after the date of such Terms Agreement if the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of such any Terms Agreement shall have been lowered since that date or if any such rating agency shall have publicly announced since that date that it has placed any debt securities of the Company on what is commonly termed a "“watch list" with negative implications” for possible downgrading, or (v) if there shall have come to the Agent’s or Agents’ attention any facts that would cause such Agent or Agents to believe that the Prospectus, at the time it was required to be delivered to a purchaser of Notes subject to such Terms Agreement, contained 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 a Terms Agreement. An The Agent or Agents party to a Terms Agreement may terminate such any Terms Agreement (as to itself only) Agreement, immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto if (i) if there has been, between since the date of such Terms Agreement and or since the related Settlement Daterespective dates as of which information is given in the Registration Statement, the Prospectus or any applicable Permitted Free Writing Prospectus any material adverse change in the consolidated condition, financial condition or earnings otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries, subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, (ii) if there has shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other calamity or crisis, crisis the effect of which on the financial markets of the U.S. is such as to make it, in the reasonable judgment of the Agent or Agents party to such AgentTerms Agreement (after consultation with the Company), impracticable to market the Notes subject to such Terms Agreement or to enforce contracts for the sale of the such Notes, (iii) if trading in any securities of the Company has been suspended (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting Commission or a material adverse changenational securities exchange, since the date of such Terms Agreement, in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) if trading generally on either the Nasdaq Stock Market or the New York Stock Exchange has shall have been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities shall have been required, by such exchange either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium has shall have been declared by either Federal federal, California or New York authorities or if a banking moratorium has 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 subject to such Terms Agreement are denominated or payable or payable, (viv) after the date of such Terms Agreement if the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of such any Terms Agreement shall have been lowered since that date or if any such rating agency shall have publicly announced since that date that it has placed any debt securities of the Company on what is commonly termed a "“watch list" with negative implications” for possible downgrading, or (v) if there shall have come to the Agent’s or Agents’ attention any facts that would cause such Agent or Agents to believe that the Prospectus, at the time it was required to be delivered to a purchaser of Notes subject to such Terms Agreement, contained 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 a Terms Agreement. An The Agent party to a Terms -------------------------------- Agreement (or any purchaser of a Note sold through an Agent as agent) may terminate such Terms Agreement (as to itself only) or such purchaser's obligation), immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto if (i) there has been, between since the date of such Terms Agreement and (or agreement to purchase) or since the related Settlement Daterespective dates as of which information is given in the Prospectus, any material adverse change change, or any development involving a prospective change, in or affecting particularly the consolidated financial condition condition, business or earnings properties of the Company and or its subsidiariessubsidiaries which, considered as one enterprisein the judgment of such Agent, materially impairs the investment quality of the Notes, (ii) there has shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities hostilities, declaration by the United States of a national emergency or war or other national or international calamity or crisis, crisis the effect of which on financial markets is such as to make it, in the reasonable judgment of such Agent, impracticable or inadvisable to market proceed with the Notes offering or to enforce contracts for the sale delivery of the Notes, (iii) trading in any securities of the Company has been suspended (other than pursuant to a request by the Company with respect to an announcement by SEC or the Company of certain information not constituting a material adverse changeNew York Stock Exchange, since the date of such Terms Agreement, in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) if trading generally on the New York Stock Exchange has shall have been suspended, suspended or materially limited or minimum or maximum prices for trading have been fixedfixed on such exchange, or maximum ranges for prices for securities shall have been required, by such exchange or by order of the Commission or any other governmental authority, or (iv) if a banking moratorium has shall have been declared by either Federal federal or New York State authorities or if a banking moratorium has 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 (v) after the date of such Terms Agreement any downgrading in the rating assigned by any nationally recognized securities rating agency to of any debt securities of the Company by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the date of such Terms Agreement shall have been lowered Securities Act), or any public announcement that any such organization has under surveillance or review its rating agency shall have publicly announced that it has placed of any debt securities of the Company on what is commonly termed (other than an announcement with positive implications of a "watch list" with negative implicationspossible upgrading, and no implication of a possible downgrading, of such rating).

Termination of a Terms Agreement. An Agent party to a Terms Agreement may terminate such Terms Agreement (as to itself only) immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto thereto, if (i) there has been, between the date of such Terms Agreement and the related Settlement Date, there shall have been any material adverse change in the consolidated financial condition or earnings of the Company and its subsidiaries, considered taken as one enterprisea whole, (ii) there has 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 shall be such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the NotesNotes or other debt securities, (iii) trading in any securities of the Company has shall have been suspended (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting Commission or a material adverse change, since the date of such Terms Agreement, national securities exchange in the consolidated financial condition United States, or earnings of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) if trading generally on the New York Stock Exchange has shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, by such said exchange or by order of the Commission or any other governmental authority, or if a banking moratorium has shall have been declared by either Federal or New York authorities or if a banking moratorium has 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 payable, (viv) after any of the date of such Terms Agreement the rating assigned by any nationally recognized securities rating agency agencies referred to any debt securities of the Company as of the date of such Terms Agreement shall have been lowered or any such rating agency in Section 3(a)(vi) shall have publicly announced that it has (A) placed any the Notes or the Company's unsecured senior long term debt securities of the Company generally on what is commonly termed a "watch list" with negative implicationsfor possible downgrading or (B) downgraded the Notes or the Company's unsecured senior long term debt generally, or (v) the Company shall have failed to furnish or cause to be furnished the certificates, opinions or letters referred to in Section 6 hereof.

Termination of a Terms Agreement. An The Agent or Agents party to a -------------------------------- Terms Agreement may terminate such any Terms Agreement (as to itself only) Agreement, immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto if (i) if there has been, between since the date of such Terms Agreement and or since the related Settlement Daterespective dates as of which information is given in the Registration Statement, any material adverse change in the consolidated financial condition capital stock or earnings long-term debt of the Company and or any of its subsidiariessubsidiaries or any material adverse change, considered as one enterpriseor any development involving a prospective material adverse change, in or affecting the general affairs, consolidated financial position or consolidated results of operations of the Company, whether or not arising in the ordinary course of business, or (ii) if there has shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other calamity or crisis, crisis the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the Agent or Agents party to such AgentTerms Agreement (after consultation with the Company), impracticable to market the Notes subject to such Terms Agreement or to enforce contracts for the sale of the such Notes, or (iii) if trading in any securities of the Company has been suspended (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting Commission or a material adverse changenational securities exchange, since the date of such Terms Agreement, in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) if trading generally on either the American Stock Exchange or the New York Stock Exchange has shall have been suspendedsuspended other than a temporary suspension in trading (not to exceed two hours) to provide for an orderly market, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities shall have been required, by such exchange either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium has shall have been declared by either Federal federal or New York authorities or if a banking moratorium has 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 subject to such Terms Agreement are denominated or payable payable, or (viv) after the date of such Terms Agreement if the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of such any Terms Agreement shall have been lowered since that date or if any such rating agency shall have publicly announced since that date that it has placed any debt securities of the Company on what is commonly termed a "watch list" with negative implicationsfor possible downgrading, or (v) if the Prospectus, at the time it was required to be delivered to a purchaser of Notes subject to such Terms Agreement, contained 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 a Terms Agreement. An Agent party to a Terms Agreement may terminate such Terms Agreement (as to itself only) immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto if (i) there has been, between since the date of such Terms this Agreement and or since the related Settlement Daterespective dates as of which information is given in the Registration Statement, any material adverse change in the consolidated financial condition or earnings of the Company [Disney] and its subsidiaries, considered as one enterprise, (ii) there has occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other calamity or crisis, the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iii) if trading in any securities of the Company [or Disney] has been suspended (other than pursuant to a request by the Company [or Disney] with respect to an announcement by the Company [or Disney] of certain information not constituting a material adverse change, since the date of such Terms Agreementthis Agreement or the respective date as of which information is given in the Registration Statement, in the consolidated financial condition or earnings of the Company [Disney] and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) if trading generally on the New York Stock Exchange has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities shall have been required, by such exchange or by order of the Commission or any other governmental authority, or if a banking moratorium has been declared by either Federal or New York authorities or if a banking moratorium has been declared by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which the Notes are denominated or payable or (v) after the date of such Terms Agreement Agreement, the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of such Terms Agreement shall have been lowered or any such rating agency shall have publicly announced that it has placed any debt securities of the Company on what is commonly termed a "watch list" with negative implications.

Termination of a Terms Agreement. An Agent party to a Terms Agreement may terminate such Terms Agreement (as to itself only) immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto thereto, if (i) there has been, between the date of such Terms Agreement and the related Settlement Date, Date (i) there shall have been any material adverse change in the consolidated financial condition or earnings of the Company and its subsidiaries, considered taken as one enterprisea whole, (ii) there has 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 shall be such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the NotesNotes or other debt securities, (iii) trading in any securities of the Company has shall have been suspended (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting Commission or a material adverse change, since the date of such Terms Agreement, national securities exchange in the consolidated financial condition United States, or earnings of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) if trading generally on the New York Stock Exchange has shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, by such said exchange or by order of the Commission or any other governmental authority, or if a banking moratorium has shall have been declared by either Federal or New York authorities or if a banking moratorium has 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 payable, (viv) after in the date case of such a Terms Agreement relating to Senior Notes, any of the rating assigned by any nationally recognized securities rating agency agencies referred to any debt securities of the Company as of the date of such Terms Agreement shall have been lowered or any such rating agency in Section 3(a)(vi) hereof shall have publicly announced that it has (A) placed any the Senior Notes or the Company's unsecured senior long-term debt securities of the Company generally on what is commonly termed a "watch list" with negative implicationsfor possible downgrading or (B) downgraded the Senior Notes or the Company's unsecured senior long-term debt generally, (v) in the case of a Terms Agreement relating to Subordinated Notes, any of the nationally recognized securities rating agencies referred to in Section 3(a)(vi) hereof shall have publicly announced that it has (A) placed the Subordinated Notes or the Company's unsecured subordinated long-term debt generally on what is commonly termed a "watch list" for possible downgrading or (B) downgraded the Subordinated Notes or the Company's unsecured subordinated long-term debt generally, or (vi) the Company shall have failed to furnish or cause to be furnished the certificates, opinions or letters referred to in Section 6 hereof.

Termination of a Terms Agreement. An The Agent party to a Terms Agreement may terminate such any Terms Agreement (as to itself only) Agreement, immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto if (i) if there has been, between the date of such Terms Agreement and the related Settlement Date, any material adverse change in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise, (ii) there has shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other calamity or crisis, involving the United States the effect of which is such as to make it, in the reasonable judgment of such the Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, or (iiiii) if trading in any securities of the Company has been suspended (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting SEC or a material adverse changenational securities exchange, since the date of such Terms Agreement, in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) if trading generally on either the American Stock Exchange or the New York Stock Exchange has shall have been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities shall have been required, by such exchange either of said exchanges or by order of the Commission SEC or any other governmental authority, or if a banking moratorium has shall have been declared by either Federal or New York authorities or if a banking moratorium has 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 payable, or (viii) after the date of such Terms Agreement if the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of such any applicable Terms Agreement shall have been lowered since that date or if any such rating agency shall have publicly announced that it has placed under surveillance or review, with possible negative implications, its rating of any debt securities of the Company, or (iv) if there has occurred any material adverse change in the condition, financial or otherwise, in the business affairs or business prospects of the Company on what is commonly termed and its subsidiaries, taken as a "watch list" with negative implicationswhole, whether or not in the ordinary course of business.

Termination of a Terms Agreement. An Agent party to a Terms Agreement may terminate such the applicable Terms Agreement (as to itself only) Agreement, immediately upon notice to the Company, at any time on or prior to the Settlement Date relating thereto if (i) if there has been, between since the date of time such Terms Agreement is executed or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the related Settlement DateProspectus, any material adverse change in the consolidated financial condition condition, business or earnings properties of the Company and its subsidiaries, subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has 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, crisis the effect of such change, outbreak, escalation, calamity or crisis of which is such as to make it, in the reasonable judgment of such Agent, 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 (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting SEC or a material adverse changenational securities exchange, since the date of such Terms Agreement, in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) if trading generally on the New York Stock Exchange has shall have been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities shall have been required, by such exchange or by order of the Commission SEC or any other governmental authority, or if a banking moratorium has shall have been declared by either Federal or New York authorities authorities, or if a material disruption in commercial banking moratorium has been declared by the relevant authorities or securities settlement or clearance services in the country or countries of origin of any foreign currency or currencies in which the Notes are denominated or payable United States has occurred, or (viv) after the date of such Terms Agreement if the rating assigned by any “nationally recognized securities rating agency organization,” as defined in Section 3(a)(62) of the 1934 Act, to any debt securities of the Company as of the date of time such Terms Agreement is executed shall have been lowered or withdrawn since that time or if any such rating agency shall have publicly announced or given notice of any intended or potential decrease in or withdrawal of any such rating or of a possible change in any such rating that it has placed any debt securities does not indicate the direction of the Company on what is commonly termed possible change, or (v) if there shall have come to such Agent’s attention any facts that would cause such Agent to reasonably believe that the General Disclosure Package, at the Applicable Time, or the Prospectus, at the time it was required to be delivered (or but for the exemption in Rule 172 of the 1933 Act Regulations would have been required to be delivered) to a "watch list" with negative implicationspurchaser 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 light of the circumstances existing at the time of such delivery, not misleading.

Termination of a Terms Agreement. An The Agent party to a Terms Agreement may terminate such Terms Agreement (as to itself only) Agreement, immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto if (i) if there has been, between since the date of such Terms Agreement and or since the related Settlement Daterespective dates as of which information is given in the Prospectus, any material adverse change in the consolidated financial condition or earnings of the Company and its subsidiaries, subsidiaries considered as one enterprise, or in the results of operations 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 has shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other calamity or crisis, crisis the effect of which on the financial markets of the United States or in the country or countries of origin of any foreign currency or currencies in which the Notes are denominated, indexed or payable is such as to make it, in the reasonable judgment of such Agent, 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 (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting SEC or a material adverse changenational securities exchange, since the date of such Terms Agreement, in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) if trading generally on either the American Stock Exchange or the New York Stock Exchange has shall have been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities shall have been required, by such exchange either of said exchanges or by order of the Commission SEC or any other governmental authority, or if a banking moratorium has shall have been declared by either Federal or New York authorities or if a banking moratorium has 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 denominated, indexed or payable payable, or (viv) after the date of such Terms Agreement if the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of such any applicable Terms Agreement shall have been lowered since that date or if any such rating agency shall have publicly announced that it has placed any debt securities of the Company on what is commonly termed a "watch list" with negative implications.for

Termination of a Terms Agreement. An Each Agent party to a may terminate any Terms Agreement may terminate such Terms Agreement (as to itself only) which it is a party, immediately upon notice to the Company, at any time prior to the Settlement Date (as defined in such Terms Agreement) relating thereto if (i) if there has been, between since the date of such Terms Agreement and or since the related Settlement Daterespective dates as of which information is given in the Registration Statement or Prospectus, any material adverse change in the consolidated condition, financial condition or earnings otherwise, of the Company and its subsidiaries, subsidiaries considered as one enterprise, 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 has occurred any material adverse change in the financial markets in of the United States or any outbreak or escalation of hostilities or other national or international calamity or crisis, crisis the effect of which change, outbreak or escalation, or calamity or crisis is such as to make it, in the reasonable judgment of such Agent, 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 (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting SEC or a material adverse changenational securities exchange, since the date of such Terms Agreement, in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) if trading generally on the New York Stock Exchange has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities shall have been required, by such said exchange or by order of the Commission SEC or any other governmental authority, or if a banking moratorium has been declared by either Federal Federal, New York, or New York authorities or if a banking moratorium has been declared by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which the Notes are denominated or payable Wisconsin authorities, or (viv) after if the date of such Terms Agreement the rating ratings assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of such any applicable Terms Agreement shall have been lowered since that date or if any such rating agency shall have publicly announced that it has placed under surveillance or review, with possible negative implications, its rating of any debt securities of the Company on what is commonly termed Company, or (v) if there shall have come to the attention of such Agent any facts that would cause such Agent to believe that the Prospectus, at the time it was required to be delivered to the purchaser of Notes, contained an untrue statement of a "watch list" with negative implicationsmaterial 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 a Terms Agreement. An The Agent or Agents party to a Terms Agreement may terminate such any Terms Agreement (as to itself only) Agreement, immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto if (i) if there has been, between since the date of such Terms Agreement and or since the related Settlement Daterespective dates as of which information is given in the Registration Statement, the Prospectus or any applicable Permitted Free Writing Prospectus any material adverse change in the consolidated condition, financial condition or earnings otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries, subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other calamity or crisis, crisis the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the Agent or Agents party to such AgentTerms Agreement (after consultation with the Company), impracticable to market the Notes subject to such Terms Agreement or to enforce contracts for the sale of the such Notes, or (iii) if trading in any securities of the Company has been suspended (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting Commission or a material adverse changenational securities exchange, since the date of such Terms Agreement, in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) if trading generally on either the American Stock Exchange or the New York Stock Exchange has shall have been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities shall have been required, by such exchange either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium has shall have been declared by either Federal federal, California or New York authorities or if a banking moratorium has 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 subject to such Terms Agreement are denominated or payable payable, or (viv) after the date of such Terms Agreement if the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of such any Terms Agreement shall have been lowered since that date or if any such rating agency shall have publicly announced since that date that it has placed any debt securities of the Company on what is commonly termed a "“watch list" with negative implications” for possible downgrading, or (v) if there shall have come to the Agent’s or Agents’ attention any facts that would cause such Agent or Agents to believe that the Prospectus, at the time it was required to be delivered to a purchaser of Notes subject to such Terms Agreement, contained 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 a Terms Agreement. An The Agent or Agents party to a Terms Agreement may terminate such any Terms Agreement (as to itself only) Agreement, immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto if (i) if there has been, between since the date of such Terms Agreement and or since the related Settlement Daterespective dates as of which information is given in the Registration Statement, any material adverse change in the consolidated condition, financial condition or earnings otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries, subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other calamity or crisis, crisis the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the Agent or Agents party to such AgentTerms Agreement (after consultation with the Company), impracticable to market the Notes subject to such Terms Agreement or to enforce contracts for the sale of the such Notes, or (iii) if trading in any securities of the Company has been suspended (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting Commission or a material adverse changenational securities exchange, since the date of such Terms Agreement, in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) if trading generally on either the American Stock Exchange or the New York Stock Exchange has shall have been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities shall have been required, by such exchange either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium has shall have been declared by either Federal federal, California or New York authorities or if a banking moratorium has 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 subject to such Terms Agreement are denominated or payable payable, or (viv) after the date of such Terms Agreement if the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of such any Terms Agreement shall have been lowered since that date or if any such rating agency shall have publicly announced since that date that it has placed any debt securities of the Company on what is commonly termed a "watch list" with negative implicationsfor possible downgrading, or (v) if there shall have come to the Agent's or Agents' attention any facts that would cause such Agent or Agents to believe that the Prospectus, at the time it was required to be delivered to a purchaser of Notes subject to such Terms Agreement, contained 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 a Terms Agreement. An Each Agent party to a Terms Agreement may terminate such any Terms Agreement (as to itself only) Agreement, immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto if thereto: (i) if there has been, between since the date of such Terms Agreement and or since the related Settlement Daterespective dates as of which information is given in the Registration Statement, any material adverse change in the consolidated capital stock or long-term debt of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial condition position, shareholders' equity or earnings results of operations of the Company and its subsidiaries, considered otherwise than as one enterprise, (ii) there has occurred any material adverse change set forth or contemplated in the financial markets in the United States or any outbreak or escalation of hostilities or other calamity or crisisProspectus, the effect of which is such in the judgment of the applicable Agent after consultation with the Company so material and adverse as to make it, it impracticable or inadvisable to proceed with the delivery of the Notes to which such Terms Agreement relates on the terms and in the reasonable judgment of manner contemplated in the Prospectus and such Agent, impracticable Terms Agreement; or (ii) if subsequent to market the Notes or to enforce contracts for the sale of the Notes, (iii) trading in any securities of the Company has been suspended (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting a material adverse change, since the date of such Terms Agreement, in the consolidated financial condition or earnings Agreement there has occurred any of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, following: (A) a suspension or material limitation in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) trading in securities generally on the New York Stock Exchange has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities shall have been required, by such exchange or by order of the Commission or any other governmental authority, or if Exchange; (B) a general moratorium on commercial banking moratorium has been activities in New York declared by either Federal or New York State authorities or if a banking moratorium has been declared by the relevant authorities authority in the country or countries of origin of any foreign currency or currencies in which the Notes are denominated or payable payable; or (vC) any outbreak or escalation of hostilities or other national or international calamity or crisis, in each case involving the United States, the effect of which shall be such as to make it, in the judgment of the applicable Agent or Agents after consultation with the Company, impracticable to market the Notes or enforce contracts for the sale of the Notes to which such Terms Agreement relates on the terms and in the manner contemplated in the Prospectus and such Terms Agreement; or (iii) if subsequent to the date of such Terms Agreement there has occurred any downgrading in the rating assigned by any nationally recognized securities rating agency to of any debt securities of the Company by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the date of such Terms Agreement shall have been lowered Act), or any public announcement that any such organization has under surveillance or review its rating agency shall have publicly announced that it has placed of any debt securities of the Company on what is commonly termed (other than an announcement with positive implications of a "watch list" with negative implicationspossible upgrading, and no implication of a possible downgrading, of such rating).

Termination of a Terms Agreement. An Agent party to a Terms Agreement may terminate such any Terms Agreement (as to itself only) Agreement, immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto if there- to (i) if there has been, between since the date of such Terms Agreement and or since the related Settlement Daterespective dates as of which information is given in the Registration Statement, any material adverse change in the consolidated condition, financial condition or earnings otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries, subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has 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 itcrisis which, in the reasonable judgment judgement of such Agent, impracticable would have a material adverse effect on the ability of such Agent to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, or (iii) if trading in any securities of the Company has been suspended (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting Commission or a material adverse changenational securities exchange, since the date of such Terms Agreement, in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) if trading generally on either the American Stock Exchange or the New York Stock Exchange has shall have been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities shall have been required, by such exchange either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium has shall have been declared by either Federal or New York authorities or if a banking moratorium has 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 Securities are denominated or payable payable, or (viv) after the date of such Terms Agreement if the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of such any applicable Terms Agreement shall have been lowered since that date or if any such rating agency shall have publicly announced that it has placed under surveillance or review, with possible negative implications, its rating of any debt securities of the Company on what is commonly termed Company, or (v) if there shall have come to such Agent's attention any facts that would cause such Agent to believe that the Prospectus, at the time it was required to be delivered to a "watch list" with negative implicationspurchaser of Securities, contained 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 a Terms Agreement. An Each Agent party to named in a Terms -------------------------------- Agreement may terminate such Terms Agreement (as to itself only) Agreement, immediately upon notice to the Company, at any time at or prior to the Settlement Date relating thereto if (i) if there has been, between since the date of such Terms Agreement and or since the related Settlement Daterespective dates as of which information is given in the Registration Statement, any material adverse change in, or any material development known to management which is likely to result in a material adverse change in, the consolidated condition, financial condition or earnings otherwise, of the Company and its subsidiaries, subsidiaries considered as one enterprise, 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 has occurred any material adverse change in the financial markets in the United States or any outbreak or material escalation of hostilities or other calamity or crisis, crisis the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of such Agent's reasonable judgment, impracticable to market the Notes or to enforce contracts for the sale of the Notes, or (iii) if trading in any securities the Common Stock of the Company has been suspended (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting Commission or a material adverse changenational securities exchange, since the date of such Terms Agreement, in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) if trading generally on either the American Stock Exchange or the New York Stock Exchange has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities shall have been required, by such exchange either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium in the United States generally or in the City or the State of New York has been declared by either Federal or New York authorities or if a banking moratorium has been declared by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which underlying the Notes are denominated or payable Notes, or (viv) after the date of such Terms Agreement if the rating assigned by any nationally recognized securities rating agency to any debt securities or other obligations of the Company as of has been lowered since the date of such the applicable Terms Agreement shall have been lowered or if any such rating agency shall have publicly announced that it has placed any debt securities or other obligations of the Company on what is commonly termed a "watch list" with negative implicationsfor possible downgrading, or (v) if there shall have come to such Agent's attention 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 Notes, contained 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 a Terms Agreement. An Each Agent party to named in a Terms Agreement may terminate such Terms Agreement (as to itself only) Agreement, immediately upon notice to the Company, at any time at or prior to the Settlement Date relating thereto if (i) if there has been, between since the date of such Terms Agreement and or since the related Settlement Daterespective dates as of which information is given in the Registration Statements, any material adverse change in, or any material development known to management which is likely to result in a material adverse change in, the consolidated condition, financial condition or earnings otherwise, of the Company and its subsidiaries, subsidiaries considered as one enterprise, 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 has occurred any material adverse change in the financial markets in the United States or any outbreak or material escalation of hostilities or other calamity or crisis, crisis the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of such Agent's reasonable judgment, impracticable to market the Notes or to enforce contracts for the sale of the Notes, or (iii) if trading in any securities the Common Stock of the Company has been suspended (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting Commission or a material adverse changenational securities exchange, since the date of such Terms Agreement, in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) if trading generally on either the American Stock Exchange or the New York Stock Exchange has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities shall have been required, by such exchange either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium in the United States generally or in the City or the State of New York has been declared by either Federal or New York authorities or if a banking moratorium has been declared by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which underlying the Notes are denominated or payable Notes, or (viv) after the date of such Terms Agreement if the rating assigned by any nationally recognized securities rating agency to any debt securities or other obligations of the Company as of has been lowered since the date of such the applicable Terms Agreement shall have been lowered or if any such rating agency shall have publicly announced that it has placed any debt securities or other obligations of the Company on what is commonly termed a "watch list" with negative implicationsfor possible downgrading, or (v) if there shall have come to such Agent's attention 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 Notes, contained 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 a Terms Agreement. An Each Agent party to a may terminate any Terms Agreement may terminate such Terms Agreement (as to itself onlyonly (or, in the case of a syndicated issue, as to the entire syndicate if the bookrunning lead managing Agent(s) so terminate), immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto if thereto: (i) if there has been, between since the date of such Terms Agreement and or since the related Settlement Daterespective dates as of which information is given in the Prospectus or the General Disclosure Package, any material adverse change change, or any development involving a prospective change, in or affecting the consolidated general affairs, management, financial condition position, shareholders’ equity or earnings results of operations of the Company and its subsidiaries, considered as one enterprise, (ii) there has occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other calamity or crisis, the effect of which is such in the judgment of the applicable Agent after consultation with the Company (or, in the case of a syndicated issue, the judgment of the bookrunning lead managing Agent(s)) so material and adverse as to make it, it impracticable or inadvisable to proceed with the delivery of the Notes to which such Terms Agreement relates on the terms and in the reasonable judgment of manner contemplated in the Prospectus or the General Disclosure Package and such Agent, impracticable Terms Agreement; or (ii) if subsequent to market the Notes or to enforce contracts for the sale of the Notes, (iii) trading in any securities of the Company has been suspended (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting a material adverse change, since the date of such Terms Agreement, in the consolidated financial condition or earnings Agreement there has occurred any of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, following: (A) a suspension or material limitation in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) trading in securities generally on the New York Stock Exchange has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities shall have been required, by such exchange or by order of the Commission or any other governmental authority, or if Exchange; (B) a general moratorium on commercial banking moratorium has been activities in New York declared by either Federal or New York State authorities or if a banking moratorium has been declared by the relevant authorities authority in the country or countries of origin of any foreign currency or currencies in which the Notes are denominated or payable or a material disruption in commercial banking or securities settlement or clearance services in the United States; or (vC) an outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war or other calamity or crisis, or prospective change in financial, political or economic conditions in the United States or elsewhere having an adverse effect on the financial markets of the United States, the effect of which shall be such as to make it, in the judgment of the applicable Agent (or, in the case of a syndicated issue, the judgment of the bookrunning lead managing Agent(s)) after consultation with the Company (or, in the case of a syndicated issue, the judgment of the bookrunning lead managing Agent(s)), impracticable to market the Notes or enforce contracts for the sale of the Notes to which such Terms Agreement relates on the terms and in the manner contemplated in the Prospectus or the General Disclosure Package and such Terms Agreement; or (iii) if subsequent to the date of such Terms Agreement there has occurred any downgrading in the rating assigned by any nationally recognized securities rating agency to of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the date of such Terms Agreement shall have been lowered 1933 Act Regulations), or any public announcement that any such organization has under surveillance or review its rating agency shall have publicly announced that it has placed of any debt securities of the Company on what is commonly termed (other than an announcement with positive implications of a "watch list" with negative implicationspossible upgrading, and no implication of a possible downgrading, of such rating).

Termination of a Terms Agreement. An The Agent or Agents party to a --------------------------------- Terms Agreement may terminate such any Terms Agreement (as to itself only) Agreement, immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto if (i) if there has been, between since the date of such Terms Agreement and or since the related Settlement Daterespective dates as of which information is given in the Registration Statement, any material adverse change in the consolidated financial condition capital stock or earnings long-term debt of the Company and or any of its subsidiariessubsidiaries or any material adverse change, considered as one enterpriseor any development involving a prospective material adverse change, in or affecting the general affairs, consolidated financial position or consolidated results of operations of the Company, whether or not arising in the ordinary course of business, or (ii) if there has shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other calamity or crisis, crisis the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the Agent or Agents party to such AgentTerms Agreement (after consultation with the Company), impracticable to market the Notes subject to such Terms Agreement or to enforce contracts for the sale of the such Notes, or (iii) if trading in any securities of the Company has been suspended (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting Commission or a material adverse changenational securities exchange, since the date of such Terms Agreement, in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) if trading generally on either the American Stock Exchange or the New York Stock Exchange has shall have been suspendedsuspended other than a temporary suspension in trading (not to exceed two hours) to provide for an orderly market, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities shall have been required, by such exchange either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium has shall have been declared by either Federal federal or New York authorities or if a banking moratorium has 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 (v) after the date of subject to such Terms Agreement are denominated and/or payable, 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 such any Terms Agreement shall have been lowered since that date or if any such rating agency shall have publicly announced since that date that it has placed any debt securities of the Company on what is commonly termed a "watch list" with negative implicationsfor possible downgrading, or (v) if the Prospectus, at the time it was required to be delivered to a purchaser of Notes subject to such Terms Agreement, contained 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 a Terms Agreement. An The Purchasing Agent party to a Terms Agreement may terminate such any Terms Agreement (as to itself only) Agreement, immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto if thereto: (i) if there has been, between since the date of such Terms Agreement and or since the related Settlement Daterespective dates as of which information is given in the Prospectus, any material adverse change change, or any development involving a prospective change, in or affecting the consolidated general affairs, management, financial condition position, shareholders’ equity or earnings results of operations of the Company and its subsidiaries, considered as one enterprise, (ii) there has occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other calamity or crisis, the effect of which is such in the judgment of the applicable Purchasing Agent after consultation with the Company so material and adverse as to make it, it impracticable or inadvisable to proceed with the delivery of the Notes to which such Terms Agreement relates on the terms and in the reasonable judgment of manner contemplated in the Prospectus and such Agent, impracticable Terms Agreement; or (ii) if subsequent to market the Notes or to enforce contracts for the sale of the Notes, (iii) trading in any securities of the Company has been suspended (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting a material adverse change, since the date of such Terms Agreement, in the consolidated financial condition or earnings Agreement there has occurred any of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, following: (A) a suspension or material limitation in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) trading in securities generally on the New York Stock Exchange has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities shall have been required, by such exchange or by order of the Commission or any other governmental authority, or if Exchange; (B) a general moratorium on commercial banking moratorium has been activities in New York declared by either Federal or New York State authorities or if a banking moratorium has been declared by the relevant authorities authority in the country or countries of origin of any foreign currency or currencies in which the Notes are denominated or payable or a material disruption in commercial banking or securities settlement or clearance services in the United States; or (vC) an outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war or other calamity or crisis, or prospective change in financial, political or economic conditions in the United States or elsewhere having an adverse effect on the financial markets of the United States, the effect of which shall be such as to make it, in the judgment of the Purchasing Agent after consultation with the Company, impracticable to market the Notes or enforce contracts for the sale of the Notes to which such Terms Agreement relates on the terms and in the manner contemplated in the Prospectus and such Terms Agreement; or (iii) if subsequent to the date of such Terms Agreement there has occurred any downgrading in the rating assigned by any nationally recognized securities rating agency to of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the date of such Terms Agreement shall have been lowered 1933 Act Regulations), or any public announcement that any such organization has under surveillance or review its rating agency shall have publicly announced that it has placed of any debt securities of the Company on what is commonly termed (other than an announcement with positive implications of a "watch list" with negative implicationspossible upgrading, and no implication of a possible downgrading, of such rating).

Termination of a Terms Agreement. An Each Agent party to a Terms Agreement may terminate such any -------------------------------- Terms Agreement (as to itself only) Agreement, immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto if thereto: (i) if there has been, between since the date of such Terms Agreement and or since the related Settlement Daterespective dates as of which information is given in the Prospectus, any material adverse change change, or any development involving a prospective change, in or affecting the consolidated general affairs, management, financial condition position, shareholders' equity or earnings results of operations of the Company and its subsidiaries, considered as one enterprise, (ii) there has occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other calamity or crisis, the effect of which is such in the judgment of the applicable Agent after consultation with the Company so material and adverse as to make it, it impracticable or inadvisable to proceed with the delivery of the Notes to which such Terms Agreement relates on the terms and in the reasonable judgment of manner contemplated in the Prospectus and such Agent, impracticable Terms Agreement; or (ii) if subsequent to market the Notes or to enforce contracts for the sale of the Notes, (iii) trading in any securities of the Company has been suspended (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting a material adverse change, since the date of such Terms Agreement, in the consolidated financial condition or earnings Agreement there has occurred any of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, following: (A) a suspension or material limitation in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) trading in securities generally on the New York Stock Exchange has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities shall have been required, by such exchange or by order of the Commission or any other governmental authority, or if Exchange; (B) a general moratorium on commercial banking moratorium has been activities in New York declared by either Federal or New York State authorities or if a banking moratorium has been declared by the relevant authorities authority in the country or countries of origin of any foreign currency or currencies in which the Notes are denominated or payable or a material disruption in commercial banking or securities settlement or clearance services in the United States; or (vC) an outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war or other calamity or crisis, or prospective change in financial, political or economic conditions in the United States or elsewhere having an adverse effect on the financial markets of the United States, the effect of which shall be such as to make it, in the judgment of the applicable Agent or Agents after consultation with the Company, impracticable to market the Notes or enforce contracts for the sale of the Notes to which such Terms Agreement relates on the terms and in the manner contemplated in the Prospectus and such Terms Agreement; or (iii) if subsequent to the date of such Terms Agreement there has occurred any downgrading in the rating assigned by any nationally recognized securities rating agency to of any debt securities of the Company by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the date of such Terms Agreement shall have been lowered 1933 Act Regulations), or any public announcement that any such organization has under surveillance or review its rating agency shall have publicly announced that it has placed of any debt securities of the Company on what is commonly termed (other than an announcement with positive implications of a "watch list" with negative implicationspossible upgrading, and no implication of a possible downgrading, of such rating).