Common use of Termination of Agreement by the Underwriters Clause in Contracts

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's reasonable judgment, the Underwriters' ability to market the [Unsecured Notes] shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange, or (ii) (A) a war involving the United States of America shall have been declared, (B) any other national calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalated, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds by Xxxxx'x Investors Services, Inc. (Moody's) or Standard & Poor's Ratings Group (S&P) or either Moody's or S&P shall publicly announce that it has such first mortgage bonds under consideration for possible downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 8, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's ’s reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange or trading in the securities of the Company shall have been suspended by the New York Stock Exchange, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors Services, Inc. (Moody's’s) or Standard & Poor's ’s Ratings Group (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible further downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 810, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative Representatives if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's Representatives’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange or trading in the securities of the Company shall have been suspended by the New York Stock Exchange, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors Services, Inc. (Moody's’s) or Standard & Poor's ’s Ratings Group (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible further downgrade. If the Representative elects Representatives elect to terminate this Agreement, as provided in this Section 810, the Representative Representatives will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's reasonable judgment, the Underwriters' ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange or trading in the securities of the Company shall have been suspended by the New York Stock Exchange, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds debt securities by Xxxxx'x Investors Services, Inc. (Moody's) or Standard & Poor's Ratings Group (S&P) or either Moody's or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible further downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 810, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's ’s reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange, or (ii) (A) a war involving the United States of America shall have been declared, (B) any other national calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalated, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's ’s first mortgage bonds by Xxxxx'x Xxxxx’x Investors Services, Inc. (Moody's’s) or Standard & Poor's ’s Ratings Group (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds under consideration for possible downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 8, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative Representatives if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's Representatives’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange LLC (the NYSE) shall have been generally suspended by the Commission or by the New York Stock ExchangeNYSE or trading in any securities of the Company listed on an exchange shall have been suspended, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors ServicesService, Inc. (Moody's’s) or Standard & Poor's Ratings Group S&P Global Ratings, a division of S&P Global Inc. (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible downgrade. If the Representative elects Representatives elect to terminate this Agreement, as provided in this Section 810, the Representative Representatives will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative Representatives if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's Representatives’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i1) trading in securities on the New York Stock Exchange LLC (the NYSE) shall have been generally suspended by the Commission or by the New York Stock ExchangeNYSE or trading in any securities of the Company listed on an exchange shall have been suspended, or (ii2) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii3) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv4) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors ServicesService, Inc. (Moody's’s) or Standard & Poor's Ratings Group S&P Global Ratings, a division of S&P Global Inc. (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible downgrade. If the Representative elects Representatives elect to terminate this Agreement, as provided in this Section 810, the Representative Representatives will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase Closing Date by the Representative Representatives if, after the execution and delivery of this Agreement and prior to the Time of PurchaseClosing Date, in the Representative's Representatives' reasonable judgment, the Underwriters' ability to market the [Unsecured Notes] Securities shall have been materially adversely affected because: (ia) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange, or (iib) trading in the securities of the Company shall have been suspended by the New York Stock Exchange, or (Ac) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iiid) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds by Xxxxx'x Investors Services, Inc. (Moody's) or Standard & Poor's Ratings Group (S&P) or either Moody's or S&P shall publicly announce that it has such first mortgage bonds under consideration for possible downgrade. If the Representative elects Representatives elect to terminate this Agreement, as provided in this Section 89, the Representative Representatives will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Securities to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section Sections 4(g), 4(h) and 7 hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's reasonable judgment, the Underwriters' ability to market the [Unsecured NotesCommon Stock] shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange, or (ii) (A) a war involving the United States of America shall have been declared, (B) any other national calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalated, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds by Xxxxx'x Investors Services, Inc. (Moody's) or Standard & Poor's Ratings Group (S&P) or either Moody's or S&P shall publicly announce that it has such first mortgage bonds under consideration for possible downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 8, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured NotesCommon Stock] to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative Representatives if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's Representatives’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange LLC (the “NYSE”) shall have been generally suspended by the Commission or by the New York Stock ExchangeNYSE or trading in the securities of the Company shall have been suspended by the NYSE, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors Services, Inc. (Moody's’s) or Standard & Poor's S&P Global Ratings Group Inc., a division of S&P Global Inc. (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible further downgrade. If the Representative elects Representatives elect to terminate this Agreement, as provided in this Section 810, the Representative Representatives will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative Underwriters if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's Underwriters’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange LLC (the NYSE) shall have been generally suspended by the Commission or by the New York Stock ExchangeNYSE or trading in the securities of the Company shall have been suspended by the NYSE, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors Services, Inc. (Moody's’s) or Standard & Poor's S&P Global Ratings Group Inc., a division of S&P Global Inc. (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible downgrade. If the Representative elects Underwriters elect to terminate this Agreement, as provided in this Section 810, the Representative Underwriters will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one anotherbe.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the RepresentativeRepre- sentative's reasonable judgment, the Underwriters' ability to market the [Unsecured NotesDebt Securities] shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange, or (ii) (A) a war involving the United States of America shall have been declared, (B) any other national calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalated, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds by Xxxxx'x Moody's Investors Services, Inc. (Moody's) or Standard Staxxxxx & Poor's Ratings Group (S&P) or either Moody's or S&P shall publicly announce that it has such first mortgage bonds under consideration for possible downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 8, the Representative will promptly notify the Company by telephone or by telex or facsimile transmissiontransmis- sion, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured NotesDebt Securities] to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative Underwriters if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's Underwriters’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange LLC (the NYSE) shall have been generally suspended by the Commission or by the New York Stock ExchangeNYSE or trading in the securities of the Company shall have been suspended by the NYSE, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors Services, Inc. (Moody's’s) or Standard & Poor's S&P Global Ratings Group Inc., a division of S&P Global Inc. (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible downgrade. If the Representative elects Underwriters elect to terminate this Agreement, as provided in this Section 810, the Representative Underwriters will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the RepresentativeRepre- sentative's reasonable judgment, the Underwriters' ability to market the [Unsecured Senior Notes] shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange, or (ii) (A) a war involving the United States of America shall have been declared, (B) any other national calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalated, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds by Xxxxx'x Moody's Investors Services, Inc. (Moody's) or Standard Standaxx & PoorXxor's Ratings Group (S&P) or either Moody's or S&P shall publicly announce that it has such first mortgage bonds under consideration for possible downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 8, the Representative will promptly notify the Company by telephone or by telex or facsimile transmissiontransmis- sion, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Senior Notes] to the Underwriters as herein contemplated con- templated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's reasonable judgment, the Underwriters' ability to market the [Unsecured Notes] Debentures shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange, or (ii) (A) a war involving the United States of America shall have been declared, (B) any other national calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalated, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds by Xxxxx'x Moody's Investors Services, Inc. (Moody's) or Standard Standaxx & PoorXxor's Ratings Group (S&P) or either Moody's or S&P shall publicly announce that it has such first mortgage bonds under consideration for possible downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 8, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Debentures to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's reasonable judgment, the Underwriters' ability to market the [Unsecured NotesDebt Securities] shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange, or (ii) (A) a war involving the United States of America shall have been declared, (B) any other national calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalated, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds by Xxxxx'x Moody's Investors Services, Inc. (Moody's) or Standard Staxxxxx & Poor's Ratings Group (S&P) or either Moody's or S&P shall publicly announce that it has such first mortgage bonds under consideration for possible downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 8, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured NotesDebt Securities] to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's reasonable judgment, the Underwriters' ability to market the [Unsecured Notes] shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange, or (ii) (A) a war involving the United States of America shall have been declared, (B) any other national calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalated, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds by Xxxxx'x Moody's Investors Services, Inc. (Moody's) or Standard Stxxxxxx & Poor's Ratings Group (S&P) or either Moody's or S&P shall publicly announce that it has such first mortgage bonds under consideration for possible downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 8, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative Representatives if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's Representatives' reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i1) trading in securities on the New York Stock Exchange LLC (the NYSE) shall have been generally suspended by the Commission or by the New York Stock ExchangeNYSE or trading in any securities of the Company listed on an exchange shall have been suspended, or (ii2) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii3) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv4) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors ServicesService, Inc. (Moody's’s) or Standard & Poor's Ratings Group S&P Global Ratings, a division of S&P Global Inc. (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible downgrade. If the Representative elects Representatives elect to terminate this Agreement, as provided in this Section 810, the Representative Representatives will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's ’s reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Debentures shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange or trading in the securities of the Company shall have been suspended by the New York Stock Exchange, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors Services, Inc. (Moody's’s) or Standard & Poor's ’s Ratings Group (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible further downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 810, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Debentures to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's reasonable judgment, the Underwriters' ability to market the [Unsecured Notes] shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange, or (ii) (A) a war involving the United States of America shall have been declared, (B) any other national calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalated, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds by Xxxxx'x Moody's Investors Services, Inc. (Moody's) or Standard Staxxxxx & Poor's Ratings Group (S&P) or either Moody's or S&P shall publicly announce that it has such first mortgage bonds under consideration for possible downgrade. If the Representative elects to terminate this Agreement, as provided in in this Section 8, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's reasonable judgment, the Underwriters' ability to market the [Unsecured Notes] shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange, or (ii) (A) a war involving the United States of America shall have been declared, (B) any other national calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalated, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds by Xxxxx'x Mxxxx'x Investors Services, Inc. (Moody's) or Standard & Poor's Ratings Group (S&P) or either Moody's or S&P shall publicly announce that it has such first mortgage bonds under consideration for possible downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 8, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's reasonable judgment, the Underwriters' ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange or trading in the securities of the Company shall have been suspended by the New York Stock Exchange, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds debt securities by Xxxxx'x Mxxxx'x Investors Services, Inc. (Moody's) or Standard & Poor's Ratings Group (S&P) or either Moody's or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible further downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 810, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative Representatives if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's Representatives’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i1) trading in securities on the New York Stock Exchange LLC (the NYSE) shall have been generally suspended by the Commission or by the New York Stock ExchangeNYSE or trading in any securities of the Company listed on an exchange shall have been suspended, or (ii2) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii3) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv4) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors ServicesService, Inc. (Moody's’s) or Standard & Poor's Ratings Group S&P Global Ratings, a division of S&P Global Inc. (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible further downgrade. If the Representative elects Representatives elect to terminate this Agreement, as provided in this Section 810, the Representative Representatives will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's reasonable judgment, the Underwriters' ability to market the [Unsecured Notes] shall have been materially adversely affected because: (ia) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange, or (iib) (Ai) a war involving the United States of America shall have been declared, (Bii) any other national calamity shall have occurred, or (Ciii) any conflict involving the armed services of the United States of America shall have escalated, or (iiic) a general banking moratorium shall have been declared by Federal or New York State authorities, or (ivd) there shall have been any decrease in the ratings of the Company's first mortgage bonds by Xxxxx'x Investors Services, Inc. (Moody's) or Standard & Poor's Ratings Group (S&P) or either Moody's or S&P shall publicly announce that it has such first mortgage bonds under consideration for possible downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 8, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's ’s reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Debentures shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange or trading in the securities of the Company shall have been suspended by the New York Stock Exchange, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Moody’s Investors Services, Inc. (Moody's’s) or Standard & Poor's ’s Ratings Group (S&P) or either xx xxxxer Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible further downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 810, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Debentures to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the RepresentativeRepre- sentative's reasonable judgment, the Underwriters' ability to market the [Unsecured NotesJunior Subordinated Debentures] shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange, or (ii) (A) a war involving the United States of America shall have been declared, (B) any other national calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalated, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds by Xxxxx'x Moody's Investors Services, Inc. (Moody's) or Standard Staxxxxx & Poor's Ratings Group (S&P) or either Moody's or S&P shall publicly announce that it has such first mortgage bonds under consideration for possible downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 8, the Representative will promptly notify the Company by telephone or by telex or facsimile transmissiontransmis- sion, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured NotesJunior Subordinated Debentures] to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions trans- actions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative Representatives if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's Representatives’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i1) trading in securities on the New York Stock Exchange (NYSE) shall have been generally suspended by the Commission or by the New York Stock ExchangeNYSE or trading in the securities of the Company shall have been suspended by the Nasdaq Global Select Market, or (ii2) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii3) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv4) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors ServicesService, Inc. (Moody's’s) or Standard & Poor's Ratings Group S&P Global Ratings, a division of S&P Global Inc. (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible downgrade. If the Representative elects Representatives elect to terminate this Agreement, as provided in this Section 810, the Representative Representatives will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the #2995025v4 Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's ’s reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (ia) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange or trading in the securities of the Company shall have been suspended by the New York Stock Exchange, or (iib) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iiic) a general banking moratorium shall have been declared by Federal or New York State authorities, or (ivd) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors Services, Inc. (Moody's’s) or Standard & Poor's ’s Ratings Group (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible further downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 810, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative Underwriters if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's Underwriters’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange or trading in the securities of the Company shall have been suspended by the New York Stock Exchange, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors Services, Inc. (Moody's’s) or Standard & Poor's S&P Global Ratings Group (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible downgrade. If the Representative elects Underwriters elect to terminate this Agreement, as provided in this Section 810, the Representative Underwriters will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative Underwriters if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's Underwriters’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange LLC (the NYSE) shall have been generally suspended by the Commission or by the New York Stock ExchangeNYSE or trading in the securities of the Company shall have been suspended by the NYSE, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors ServicesService, Inc. (Moody's’s) or Standard & Poor's Ratings Group S&P Global Ratings, a division of S&P Global Inc. (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible downgrade. If the Representative elects Underwriters elect to terminate this Agreement, as provided in this Section 810, the Representative Underwriters will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's reasonable judgment, the Underwriters' ability to market the [Unsecured NotesCommon Stock] shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange, or (ii) (A) a war involving the United States of America shall have been declared, (B) any other national calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalated, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds by Xxxxx'x Investors Services, Inc. (Moody'sXxxxx'x) or Standard & Poor's Ratings Group (S&P) or either Moody's Xxxxx'x or S&P shall publicly announce that it has such first mortgage bonds under consideration for possible downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 8, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured NotesCommon Stock] to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's reasonable judgment, the Underwriters' ability to market the [Unsecured NotesCommon Stock] shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange, or (ii) (A) a war involving the United States of America shall have been declared, (B) any other national calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalated, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds by Xxxxx'x Moody's Investors Services, Inc. (Moody's) or Standard & Poor's Ratings Poxx'x Xxtings Group (S&P) or either Moody's or S&P shall publicly announce that it has such first mortgage bonds under consideration for possible downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 8, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured NotesCommon Stock] to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative Representatives if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's Representatives’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (ia) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange or trading in the securities of the Company shall have been suspended by the New York Stock Exchange, or (iib) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iiic) a general banking moratorium shall have been declared by Federal or New York State authorities, or (ivd) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors Services, Inc. (Moody's’s) or Standard & Poor's ’s Ratings Group (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible further downgrade. If the Representative elects Representatives elect to terminate this Agreement, as provided in this Section 810, the Representative Representatives will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's reasonable judgment, the Underwriters' ability to market the [Unsecured Notes] shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange, or (ii) (A) a war involving the United States of America shall have been declared, (B) any other national calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalated, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds debt securities by Xxxxx'x Moody's Investors Services, Inc. (Moody's) or Standard & Poor's Ratings Poor'x Xxxxxgs Group (S&P) or either Moody's or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 8, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's ’s reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange LLC (the NYSE) shall have been generally suspended by the Commission or by the New York Stock ExchangeNYSE or trading in any securities of the Company listed on an exchange shall have been suspended, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Moody’s Investors Services, Inc. (Moody's’s) or Standard & Poor's Ratings Group S&P Global Ratings, a division of S&P Global Inc. (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible downgrade. If the Representative elects Underwriters elect to terminate this Agreement, as provided in this Section 810, the Representative Underwriters will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase Closing Date by the Representative Representatives if, after the execution and delivery of this Agreement and prior to the Time of PurchaseClosing Date, in the Representative's Representatives' reasonable judgment, the Underwriters' ability to market the [Unsecured Notes] Shares shall have been materially adversely affected because: (ia) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange, or (iib) trading in the securities of the Company shall have been suspended by the New York Stock Exchange, or (Ac) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iiid) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds by Xxxxx'x Investors Services, Inc. (Moody's) or Standard & Poor's Ratings Group (S&P) or either Moody's or S&P shall publicly announce that it has such first mortgage bonds under consideration for possible downgrade. If the Representative elects Representatives elect to terminate this Agreement, as provided in this Section 89, the Representative Representatives will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Shares to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section Sections 4(g), 4(h) and 7 hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative Representatives if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's Representatives’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i1) trading in securities on the New York Stock Exchange LLC (the NYSE) shall have been generally suspended by the Commission or by the New York Stock ExchangeNYSE or trading in the securities of the Company shall have been suspended by the NYSE, or (ii2) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii3) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv4) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors ServicesService, Inc. (Moody's’s) or Standard & Poor's S&P Global Ratings Group , a division of S&P Global Inc. (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible downgrade. If the Representative elects Representatives elect to terminate this Agreement, as provided in this Section 810, the Representative Representatives will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative Representatives if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's Representatives’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange LLC (the NYSE) shall have been generally suspended by the Commission or by the New York Stock ExchangeNYSE or trading in any securities of the Company listed on an exchange shall have been suspended, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors ServicesService, Inc. (Moody's’s) or Standard & Poor's Ratings Group S&P Global Ratings, a division of S&P Global Inc. (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible further downgrade. If the Representative elects Representatives elect to terminate this Agreement, as provided in this Section 810, the Representative Representatives will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative Representatives if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's Representatives’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (ia) trading in securities on the New York Stock Exchange (NYSE) shall have been generally suspended by the Commission or by the New York Stock ExchangeNYSE or trading in the securities of the Company shall have been suspended by the Nasdaq Global Select Market, or (iib) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iiic) a general banking moratorium shall have been declared by Federal or New York State authorities, or (ivd) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors Services, Inc. (Moody's’s) or Standard & Poor's Ratings Group S&P Global Ratings, a division of S&P Global Inc. (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible downgrade. If the Representative elects Representatives elect to terminate this Agreement, as provided in this Section 810, the Representative Representatives will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative Representatives if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's Representatives’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange LLC (the NYSE) shall have been generally suspended by the Commission or by the New York Stock ExchangeNYSE or trading in any securities of the Company listed on an exchange shall have been suspended, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors ServicesService, Inc. (Moody's’s) or Standard & Poor's Ratings Group S&P Global Ratings, a division of S&P Global Inc. (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible further downgrade. If the Representative elects Representatives elect to terminate this Agreement, as provided in this Section 810, the Representative Representatives will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall #2753352v2 12 remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's ’s reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange or trading in the securities of the Company shall have been suspended by the New York Stock Exchange, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Moody’s Investors Services, Inc. (Moody's’s) or Standard & Poor's ’s Ratings Group Grxxx (S&PX&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible further downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 810, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's reasonable judgment, the Underwriters' ability to market the [Unsecured NotesDebt Securities] shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange, or (ii) (A) a war involving the United States of America shall have been declared, (B) any other national calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalated, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds by Xxxxx'x Moody's Investors Services, Inc. (Moody's) or Standard & Poor's Pxxx'x Ratings Group (S&P) or either Moody's or S&P shall publicly announce that it has such first mortgage bonds under consideration for possible downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 8, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured NotesDebt Securities] to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative Representatives if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's Representatives’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange LLC (the “NYSE”) shall have been generally suspended by the Commission or by the New York Stock ExchangeNYSE or trading in the securities of the Company shall have been suspended by the NYSE, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Mxxxx’x Investors Services, Inc. (Moody's’s) or Standard & Poor's S&P Global Ratings Group Inc., a division of S&P Global Inc. (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible further downgrade. If the Representative elects Representatives elect to terminate this Agreement, as provided in this Section 810, the Representative Representatives will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Closing Time of Purchase by the Representative Representatives if, after the execution and delivery of this Agreement and prior to the Closing Time of Purchaseor the Option Settlement Date, as applicable, in the Representative's Representatives’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Securities shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange or trading in the securities of the Company shall have been suspended by the New York Stock Exchange, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors Services, Inc. (Moody's’s) or Standard & Poor's S&P Global Ratings Group Inc., a division of S&P Global Inc. (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible further downgrade. If the Representative Representatives elects to terminate this Agreement, as provided in this Section 810, the Representative Representatives will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Securities to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section Sections 4(h), 4(i) and 8 hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative Representatives if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's Representatives’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i1) trading in securities on the New York Stock Exchange LLC (the NYSE) shall have been generally suspended by the Commission or by the New York Stock ExchangeNYSE or trading in any securities of the Company listed on an exchange shall have been suspended, or #3000098v4 14 (2) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war or other national or international calamity or crisis, or (ii) (A) a war involving the United States of America shall have been declared, (B) any other national calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalated, or (iii3) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv4) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors ServicesService, Inc. (Moody's’s) or Standard & Poor's Ratings Group S&P Global Ratings, a division of S&P Global Inc. (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible downgrade. If the Representative elects Representatives elect to terminate this Agreement, as provided in this Section 810, the Representative Representatives will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative Representatives if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's Representatives’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (ia) trading in securities on the New York Stock Exchange LLC (NYSE) shall have been generally suspended by the Commission or by the New York Stock ExchangeNYSE or trading in the securities of the Company shall have been suspended by the NYSE, or (iib) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iiic) a general banking moratorium shall have been declared by Federal or New York State authorities, or (ivd) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors Services, Inc. (Moody's’s) or Standard & Poor's Ratings Group S&P Global Ratings, a division of S&P Global Inc. (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible downgrade. If the Representative elects Representatives elect to terminate this Agreement, as provided in this Section 810, the Representative Representatives will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's reasonable judgment, the Underwriters' ability to market the [Unsecured Notes] Debentures shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange, or (ii) (A) a war involving the United States of America shall have been declared, (B) any other national calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalated, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds by Xxxxx'x Moody's Investors Services, Inc. (Moody's) or Standard Xxxxxxxd & Poor's Ratings Group (S&P) or either Moody's or S&P shall publicly announce that it has such first mortgage bonds under consideration for possible downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 8, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Debentures to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's reasonable judgment, the Underwriters' ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange or trading in the securities of the Company shall have been suspended by the New York Stock Exchange, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds debt securities by Xxxxx'x Moody's Investors Services, Inc. (Moody's) or Standard & Poor's Ratings Group (S&P) or either Moody's or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible further downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 89, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's reasonable judgment, the Underwriters' ability to market the [Unsecured Notes] Debentures shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange, or (ii) (A) a war involving the United States of America shall have been declared, (B) any other national calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalated, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds by Xxxxx'x Moody's Investors ServicesXxrvices, Inc. (Moody's) or Standard & Poor's Ratings Group (S&P) or either Moody's or S&P shall publicly announce that it has such first mortgage bonds under consideration for possible downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 8, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Debentures to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative Representatives if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's Representatives’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (ia) trading in securities on the New York Stock Exchange (“NYSE”) shall have been generally suspended by the Commission or by the New York Stock ExchangeNYSE or trading in the securities of the Company shall have been suspended by the NYSE, or (iib) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iiic) a general banking moratorium shall have been declared by Federal or New York State authorities, or (ivd) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors Services, Inc. (Moody's’s) or Standard & Poor's S&P Global Ratings Group Inc., a division of S&P Global Inc. (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible further downgrade. If the Representative elects Representatives elect to terminate this Agreement, as provided in this Section 810, the Representative Representatives will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative Representatives if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's Representatives’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange LLC (the “NYSE”) shall have been generally suspended by the Commission or by the New York Stock ExchangeNYSE or trading in the securities of the Company shall have been suspended by the NYSE, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors Services, Inc. (Moody's’s) or Standard & Poor's S&P Global Ratings Group Inc., a division of S&P Global Inc. (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible downgrade. If the Representative elects Representatives elect to terminate this Agreement, as provided in this Section 810, the Representative Representatives will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's reasonable judgment, the Underwriters' ability to market the [Unsecured Notes] shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange, or (ii) (A) a war involving the United States of America shall have been declared, (B) any other national calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalated, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds by Xxxxx'x Moody's Investors Services, Inc. (Moody's) or Standard & Poor's Ratings Poor'x Xxxxxgs Group (S&P) or either Moody's or S&P shall publicly announce that it has such first mortgage bonds under consideration for possible downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 8, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's ’s reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange LLC (the NYSE) shall have been generally suspended by the Commission or by the New York Stock ExchangeNYSE or trading in any securities of the Company listed on an exchange shall have been suspended, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors Services, Inc. (Moody's’s) or Standard & Poor's Ratings Group S&P Global Ratings, a division of S&P Global Inc. (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible downgrade. If the Representative elects Underwriters elect to terminate this Agreement, as provided in this Section 810, the Representative Underwriters will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative Underwriters if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's Underwriters’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange LLC (the NYSE) shall have been generally suspended by the Commission or by the New York Stock ExchangeNYSE or trading in the securities of the Company shall have been suspended by the NYSE, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors Services, Inc. (Moody's’s) or Standard & Poor's Ratings Group S&P Global Ratings, a division of S&P Global Inc. (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible downgrade. If the Representative elects Underwriters elect to terminate this Agreement, as provided in this Section 810, the Representative Underwriters will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's reasonable judgment, the Underwriters' ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange or trading in the securities of the Company shall have been suspended by the New York Stock Exchange, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds debt securities by Xxxxx'x Mxxxx'x Investors Services, Inc. (Moody's) or Standard & Poor's Ratings Group (S&P) or either Moody's or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible further downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 89, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's reasonable judgment, the Underwriters' ability to market the [Unsecured Notes] shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange, or (ii) (A) a war involving the United States of America shall have been declared, (B) any other national calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalated, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds by Xxxxx'x Moody's Investors Services, Inc. (Moody's) or Standard & Poor's Pxxx'x Ratings Group (S&P) or either Moody's or S&P shall publicly announce that it has such first mortgage bonds under consideration for possible downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 8, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative Underwriters if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's Underwriters’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i1) trading in securities on the New York Stock Exchange LLC (the NYSE) shall have been generally suspended by the Commission or by the New York Stock ExchangeNYSE or trading in any securities of the Company listed on an exchange shall have been suspended, or (ii2) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii3) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv4) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors ServicesService, Inc. (Moody's’s) or Standard & Poor's Ratings Group S&P Global Ratings, a division of S&P Global Inc. (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible downgrade. If the Representative elects Underwriters elect to terminate this Agreement, as provided in this Section 89, the Representative Underwriters will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative Representatives if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's Representatives’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange or trading in the securities of the Company shall have been suspended by the New York Stock Exchange, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors Services, Inc. (Moody's’s) or Standard & Poor's S&P Global Ratings Group (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible further downgrade. If the Representative elects Representatives elect to terminate this Agreement, as provided in this Section 810, the Representative Representatives will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative Representatives if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's Representatives’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i1) trading in securities on the New York Stock Exchange (NYSE) shall have been generally suspended by the Commission or by the New York Stock ExchangeNYSE or trading in the securities of the Company shall have been suspended by the Nasdaq Global Select Market, or (ii2) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii3) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv4) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors ServicesService, Inc. (Moody's’s) or Standard & Poor's Ratings Group S&P Global Ratings, a division of S&P Global Inc. (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible downgrade. If the Representative elects Representatives elect to terminate this Agreement, as provided in this Section 810, the Representative Representatives will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be #2853977v7 carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase Pur- chase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the RepresentativeRepresen- tative's reasonable judgment, the Underwriters' ability to market the [Unsecured Notes] Debentures shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange, or (ii) (A) a war involving the United States of America shall have been declared, (B) any other national calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalated, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds by Xxxxx'x Moody's Investors Services, Inc. (Moody's) or Standard Standaxx & PoorXxor's Ratings Group (S&P) or either Moody's or S&P shall publicly announce that it has such first mortgage bonds under consideration for possible downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 8, the Representative will promptly notify the Company by telephone or by telex or facsimile transmissiontransmis- sion, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Debentures to the Underwriters as herein contemplated contem- plated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent ex- tent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's reasonable judgment, the Underwriters' ability to market the [Unsecured Notes] shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange, or (ii) (A) a war involving the United States of America shall have been declared, (B) any other national calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalated, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds by Xxxxx'x Moody's Investors Services, Inc. (Moody's) or Standard & Poor's Ratings Xxxxxgs Group (S&P) or either Moody's or S&P shall publicly announce that it has such first mortgage bonds under consideration for possible downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 8, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative Underwriters if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's Underwriters’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i1) trading in securities on the New York Stock Exchange LLC (the NYSE) shall have been generally suspended by the Commission or by the New York Stock ExchangeNYSE or trading in any securities of the Company listed on an exchange shall have been suspended, or (ii2) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii3) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv4) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors Services, Inc. (Moody's’s) or Standard & Poor's Ratings Group S&P Global Ratings, a division of S&P Global Inc. (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible downgrade. If the Representative elects Underwriters elect to terminate this Agreement, as provided in this Section 810, the Representative Underwriters will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's reasonable judgment, the Underwriters' ability to market the [Unsecured Notes] shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange, or (ii) (A) a war involving the United States of America shall have been declared, (B) any other national calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalated, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds debt securities by Xxxxx'x Moody's Investors Services, Inc. (Moody's) or Standard & Poor's Ratings Poox'x Xxtings Group (S&P) or either Moody's or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 8, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's reasonable judgment, the Underwriters' ability to market the [Unsecured Notes] shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange, or (ii) (A) a war involving the United States of America shall have been declared, (B) any other national calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalated, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds by Xxxxx'x Moody's Investors Services, Inc. (Moody's) or Standard Standarx & PoorXxxr's Ratings Group (S&P) or either Moody's or S&P shall publicly announce that it has such first mortgage bonds under consideration for possible downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 8, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's reasonable judgment, the Underwriters' ability to market the [Unsecured Notes] shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange, or (ii) (A) a war involving the United States of America shall have been declared, (B) any other national calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalated, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds by Xxxxx'x Investors Services, Inc. (Moody'sXxxxx'x) or Standard & Poor's Ratings Group (S&P) or either Moody's Xxxxx'x or S&P shall publicly announce that it has such first mortgage bonds under consideration for possible downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 8, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative Representatives if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's Representatives’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Debentures shall have been materially adversely affected because: (i1) trading in securities on the New York Stock Exchange LLC (the NYSE) shall have been generally suspended by the Commission or by the New York Stock ExchangeNYSE or trading in the securities of the Company shall have been suspended by the Nasdaq Global Select Market, or (ii2) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii3) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv4) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors ServicesService, Inc. (Moody's’s) or Standard & Poor's Ratings Group S&P Global Ratings, a division of S&P Global Inc. (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible downgrade. If the Representative elects Representatives elect to terminate this Agreement, as provided in this Section 810, the Representative Representatives will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Debentures to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be #3265683v5 under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative Representatives if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's Representatives’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange LLC (the NYSE) shall have been generally suspended by the Commission or by the New York Stock ExchangeNYSE or trading in the securities of the Company shall have been suspended by the NYSE, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors Services, Inc. (Moody's’s) or Standard & Poor's S&P Global Ratings Group Inc., a division of S&P Global Inc. (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible downgrade. If the Representative elects Representatives elect to terminate this Agreement, as provided in this Section 810, the Representative Representatives will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's ’s reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange or trading in the securities of the Company shall have been suspended by the New York Stock Exchange, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Moody’s Investors Services, Inc. (Moody's’s) or Standard & Poor's ’s Ratings Group (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible further downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 810, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's ’s reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange or trading in the securities of the Company shall have been suspended by the New York Stock Exchange, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Mxxxx’x Investors Services, Inc. (Moody's’s) or Standard & Poor's ’s Ratings Group (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible further downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 810, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative Representatives if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's Representatives’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (ia) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange or trading in the securities of the Company shall have been suspended by the New York Stock Exchange, or (iib) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iiic) a general banking moratorium shall have been declared by Federal or New York State authorities, or (ivd) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors Services, Inc. (Moody's’s) or Standard & Poor's S&P Global Ratings Group Inc., a division of S&P Global Inc. (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible further downgrade. If the Representative elects Representatives elect to terminate this Agreement, as provided in this Section 810, the Representative Representatives will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's reasonable judgment, the Underwriters' ability to market the [Unsecured Notes] Debentures shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange, or (ii) (A) a war involving the United States of America shall have been declared, (B) any other national calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalated, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds by Xxxxx'x Moody's Investors Services, Inc. (Moody's) or Standard Standxxx & PoorXoor's Ratings Group (S&P) or either Moody's or S&P shall publicly announce that it has such first mortgage bonds under consideration for possible downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 8, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Debentures to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative Representatives if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's Representatives’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (ia) trading in securities on the New York Stock Exchange LLC (the “NYSE”) shall have been generally suspended by the Commission or by the New York Stock ExchangeNYSE or trading in the securities of the Company shall have been suspended by the NYSE, or (iib) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iiic) a general banking moratorium shall have been declared by Federal or New York State authorities, or (ivd) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors Services, Inc. (Moody's’s) or Standard & Poor's S&P Global Ratings Group Inc., a division of S&P Global Inc. (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible further downgrade. If the Representative elects Representatives elect to terminate this Agreement, as provided in this Section 810, the Representative Representatives will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Closing Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of PurchaseClosing Time, in the Representative's ’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Shares shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange or trading in the securities of the Company shall have been suspended by the New York Stock Exchange, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s senior unsecured debt securities by Xxxxx'x Investors Services, Inc. (Moody's) Xxxxx’x to a rating of below Baa2 or Standard & Poor's Ratings Group (S&P) S&P to a rating of below BBB or either Moody's Xxxxx’x or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 810, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Shares to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section Sections 4(h), 4(i) and 8 hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative Representatives if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's Representatives’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i1) trading in securities on the New York Stock Exchange LLC (the NYSE) shall have been generally suspended by the Commission or by the New York Stock ExchangeNYSE or trading in any securities of the Company listed on an exchange shall have been suspended, or (ii2) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii3) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv4) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors ServicesService, Inc. (Moody's’s) or Standard & Poor's Ratings Group S&P Global Ratings, a division of S&P Global Inc. (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible downgrade. If the Representative elects Representatives elect to terminate this Agreement, as provided in this Section 810, the Representative Representatives will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as #3001748v5 herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's reasonable judgment, the Underwriters' ability to market the [Unsecured NotesDebt Securities] shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange, or (ii) (A) a war involving the United States of America shall have been declared, (B) any other national calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalated, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds by Xxxxx'x Moody's Investors Services, Inc. (Moody's) or Standard Standaxx & PoorXxor's Ratings Group (S&P) or either Moody's or S&P shall publicly announce that it has such first mortgage bonds under consideration for possible downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 8, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured NotesDebt Securities] to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's reasonable judgment, the Underwriters' ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange or trading in the securities of the Company shall have been suspended by the New York Stock Exchange, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds debt securities by Xxxxx'x Investors Services, Inc. (Moody's) or Standard & Poor's Ratings Group (S&P) or either Moody's or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible further downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 89, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative Representatives if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's Representatives’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i1) trading in securities on the New York Stock Exchange (NYSE) shall have been generally suspended by the Commission or by the New York Stock ExchangeNYSE or trading in the securities of the Company shall have been suspended by the Nasdaq Global Select Market, or (ii2) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii3) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv4) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors ServicesService, Inc. (Moody's’s) or Standard & Poor's Ratings Group S&P Global Ratings, a division of S&P Global Inc. (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible downgrade. If the Representative elects Representatives elect to terminate this Agreement, as provided in this Section 810, the Representative Representatives will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative Underwriters if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's Underwriters’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange or trading in the securities of the Company shall have been suspended by the New York Stock Exchange, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds debt securities by Xxxxx'x Investors Services, Inc. (Moody's) or Standard & Poor's Ratings Group (S&P) or either Moody's or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible further downgrade. If the Representative elects Underwriters elect to terminate this Agreement, as provided in this Section 810, the Representative Underwriters will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's reasonable judgment, the Underwriters' ability to market the [Unsecured Notes] Preferred Securities shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange or trading in the securities of the Company shall have been suspended by the New York Stock Exchange, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds debt securities by Xxxxx'x Moody's Investors Services, Inc. (Moody's) or Standard & Poor's Ratings Group Poox'x Xxxings Services (S&P) or either Moody's or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible downgradefurther downgrade other than what has been announced. If the Representative elects to terminate this Agreement, as provided in this Section 89, the Representative will promptly notify the Company Offerors by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Preferred Securities to the Underwriters as herein contemplated shall not be carried out because the Company is Offerors are not able to comply with the terms hereof, the Company Offerors shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company Offerors shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company Offerors nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Closing Time of Purchase by the Representative Representatives if, after the execution and delivery of this Agreement and prior to the Closing Time of Purchaseor the Option Settlement Date, as applicable, in the Representative's Representatives’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Securities shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange or trading in the securities of the Company shall have been suspended by the New York Stock Exchange, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Moody’s Investors Services, Inc. (Moody's’s) or Standard & Poor's Ratings Group S&P Global Ratings, a division of S&P Global Inc. (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible downgrade. If the Representative Representatives elects to terminate this Agreement, as provided in this Section 810, the Representative Representatives will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Securities to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section Sections 4(h), 4(i) and 8 hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative Representatives if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's Representatives’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i1) trading in securities on the New York Stock Exchange LLC (the NYSE) shall have been generally suspended by the Commission or by the New York Stock ExchangeNYSE or trading in any securities of the Company listed on an exchange shall have been suspended, or (ii2) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii3) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv4) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors ServicesService, Inc. (Moody's’s) or Standard & Poor's Ratings Group S&P Global Ratings, a division of S&P Global Inc. (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible downgrade. If the Representative elects Representatives elect to terminate this Agreement, as provided in this Section 810, the Representative Representatives will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of #2803294v3 14 any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative Underwriters if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's Underwriters’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange LLC (the NYSE) shall have been generally suspended by the Commission or by the New York Stock ExchangeNYSE or trading in the securities of the Company shall have been suspended by the NYSE, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors Services, Inc. (Moody's) or Standard & Poor's ’s), S&P Global Ratings Group Inc., a division of S&P Global Inc. (S&P) or Fitch Ratings, Inc. (Fitch) or either Moody's ’s, S&P or S&P Fitch shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible downgrade. If the Representative elects Underwriters elect to terminate this Agreement, as provided in this Section 810, the Representative Underwriters will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's ’s reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Debentures shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange or trading in the securities of the Company shall have been suspended by the New York Stock Exchange, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Mxxxx’x Investors Services, Inc. (Moody's’s) or Standard & Poor's ’s Ratings Group (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible further downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 810, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Debentures to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's ’s reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange or trading in the securities of the Company shall have been suspended by the New York Stock Exchange, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Moody’s Investors Services, Inc. (Moody's’s) or Standard & Poor's Ratings Poor’x Xxxxngs Group (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible further downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 810, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's reasonable judgment, the Underwriters' ability to market the [Unsecured NotesDebt Securities] shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange, or (ii) (A) a war involving the United States of America shall have been declared, (B) any other national calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalated, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds by Xxxxx'x Moody's Investors Services, Inc. (Moody's) or Standard Xxxxxxxd & Poor's Ratings Group (S&P) or either Moody's or S&P shall publicly announce that it has such first mortgage bonds under consideration for possible downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 8, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured NotesDebt Securities] to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's reasonable judgment, the Underwriters' ability to market the [Unsecured Notes] Senior Notes shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange or trading in the securities of the Company shall have been suspended by the New York Stock Exchange, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds debt securities by Xxxxx'x Moody's Investors Services, Inc. (Moody's) or Standard & Poor's Ratings Group Pxxx'x Xatings Services (S&P) or either Moody's or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible downgradefurther downgrade other than what has been announced. If the Representative elects to terminate this Agreement, as provided in this Section 89, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Senior Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.

Termination of Agreement by the Underwriters. This Agreement may be terminated at any time prior to the Time of Purchase by the Representative Representatives if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's Representatives’ reasonable judgment, the Underwriters' ’ ability to market the [Unsecured Notes] Notes shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange LLC (the NYSE) shall have been generally suspended by the Commission or by the New York Stock ExchangeNYSE or trading in the securities of the Company shall have been suspended by the NYSE, or (ii) (A) a war involving there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America shall have been declared, (B) any a national emergency or war or other national or international calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalatedcrisis, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of the Company's first mortgage bonds ’s debt securities by Xxxxx'x Xxxxx’x Investors ServicesService, Inc. (Moody's’s) or Standard & Poor's Ratings Group S&P Global Ratings, a division of S&P Global Inc. (S&P) or either Moody's ’s or S&P shall publicly announce that it has such first mortgage bonds debt securities under consideration for possible downgrade. If the Representative elects Representatives elect to terminate this Agreement, as provided in this Section 810, the Representative Representatives will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the [Unsecured Notes] Notes to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another.