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

Termination of Agreement to Purchase Notes as Principal. The applicable Agent or Agents may also terminate any agreement by such Agent or Agents to purchase Notes from the Company as principal, by notice to the Company, at any time at or prior to the Settlement Date relating thereto (i) if there has been, since the date of such agreement or since the respective dates as of which information is given in the Registration Statement, General Disclosure Package and the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or any outbreak of hostilities or other calamity or crisis or escalation of any existing hostilities, the effect of which is such as to make it, in the judgment of such Agent or Agents, impracticable or inadvisable to market the Notes or enforce contracts for the sale of the Notes or a material disruption has occurred in securities settlement or clearance services in the United States, or (iii) if trading in any of the securities of the Company has been suspended by the Commission or the New York Stock Exchange, or if trading generally on either the New York Stock Exchange, the American Stock Exchange or NASDAQ has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium has been declared by Federal, New York or Maryland authorities, (iv) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Company as of the date of such agreement shall have been lowered since that date or if any such rating organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Company, or (v) if there shall have come to the attention of such Agent or Agents any facts that would cause them to believe that the Registration Statement, General Disclosure Package and the Prospectus, at the time it was required to be delivered to a purchaser of Notes, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time of such delivery, not misleading.

Termination of Agreement to Purchase Notes as Principal. The applicable An Agent or Agents may also terminate any agreement hereunder by such Agent or Agents to purchase Notes from the Company as principal, by immediately upon notice to the Company, Corporation at any time at or prior to the Settlement Date relating thereto thereto, (i) if there has been, since the date of such agreement or since the respective dates as of which information is given in the Registration Statement, General Disclosure Package and the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company Corporation and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in shall have occurred, since the financial markets in the United States or date of such agreement, any outbreak or material escalation of hostilities or other national or international calamity or crisis or escalation of any existing hostilities, the effect of which is such as to make it, in the judgment of such Agent or AgentsAgent, impracticable or inadvisable to market the Notes or enforce contracts for the sale of the Notes or a material disruption has occurred in securities settlement or clearance services in the United StatesNotes, or (iii) if if, since the date of such agreement, trading in any of the securities of the Company has been suspended by the Commission or generally on the New York Stock ExchangeExchange shall have been suspended or limited, or if trading generally on either (iv) if, since the New York Stock Exchangedate of such agreement, the American Stock Exchange or NASDAQ has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium has shall have been declared by Federal, either Federal or New York or Maryland authorities. If, (iv) if after the date of an agreement hereunder to purchase Notes as principal and prior to the Settlement Date with respect to such agreement, the rating assigned by any nationally recognized statistical rating organization Standard & Poor's Ratings Group, a division of McGraw Hill, Inc., or Moody's Investors Servixx, Xxx., as the case may be, to any debt securities of the Company as of the date of such agreement Corporation shall have been lowered since that date or if any either of such rating organization agencies shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the CompanyCorporation, or (v) if there then the Corporation and the Agent mutually shall have come to determine whether the attention terms of such Agent or Agents any facts that would cause them agreement to believe purchase Notes shall need to be renegotiated and, if so, shall so negotiate in good faith the revised terms of such agreement to purchase Notes. In the event that the Registration Statement, General Disclosure Package Corporation and the ProspectusAgent reasonably fail to agree on any such revised terms, at then either the time it was required Corporation or the Agent may terminate such agreement to be delivered to a purchaser of purchase Notes, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time of such delivery, not misleading.

Termination of Agreement to Purchase Notes as Principal. The applicable An Agent or Agents may also terminate any agreement hereunder by such Agent or Agents to purchase Notes from the Company as principal, by immediately upon notice to the Company, Corporation at any time at or prior to the Settlement Date relating thereto thereto, (i) if there has been, since the date of such agreement or since the respective dates as of which information is given in the Registration Statement, General Disclosure Package and the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company Corporation and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in shall have occurred, since the financial markets in the United States or date of such agreement, any outbreak or material escalation of hostilities or other national or international calamity or crisis or escalation of any existing hostilities, the effect of which is such as to make it, in the judgment of such Agent or AgentsAgent, impracticable or inadvisable to market the Notes or enforce contracts for the sale of the Notes or a material disruption has occurred in securities settlement or clearance services in the United StatesNotes, or (iii) if if, since the date of such agreement, trading in any of the securities of the Company has been suspended by the Commission or generally on the New York Stock ExchangeExchange shall have been suspended or limited, or if trading generally on either (iv) if, since the New York Stock Exchangedate of such agreement, the American Stock Exchange or NASDAQ has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium has shall have been declared by Federal, either Federal or New York or Maryland authorities. If, (iv) if after the date of an agreement hereunder to purchase Notes as principal and prior to the Settlement Date with respect to such agreement, the rating assigned by any nationally recognized statistical rating organization Standard & Poor's Ratings Group, a division of McGraw Hill, Inc. or Xxxxx'x Investors Service, Inc. as the case may be, to any debt securities of the Company as of the date of such agreement Corporation shall have been lowered since that date or if any either of such rating organization agencies shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the CompanyCorporation, or (v) if there then the Corporation and the Agent mutually shall have come to determine whether the attention terms of such Agent or Agents any facts that would cause them agreement to believe purchase Notes shall need to be renegotiated and, if so, shall so negotiate in good faith the revised terms of such agreement to purchase Notes. In the event that the Registration Statement, General Disclosure Package Corporation and the ProspectusAgent reasonably fail to agree on any such revised terms, at then either the time it was required Corporation or the Agent may terminate such agreement to be delivered to a purchaser of purchase Notes, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time of such delivery, not misleading.

Termination of Agreement to Purchase Notes as Principal. The applicable An Agent or Agents may also terminate any agreement hereunder by such Agent or Agents to purchase Notes from the Company as principal, by immediately upon notice to the Company, Corporation at any time at or prior to the Settlement Date relating thereto thereto, (i) if there has been, since the date of such agreement or since the respective dates as of which information is given in the Registration Statement, General Disclosure Package and the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company Corporation and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in shall have occurred, since the financial markets in the United States or date of such agreement, any outbreak or material escalation of hostilities or other national or international calamity or crisis or escalation of any existing hostilities, the effect of which is such as to make it, in the sole judgment of such Agent or AgentsAgent, impracticable or inadvisable to market the Notes or enforce contracts for the sale of the Notes or a material disruption has occurred in securities settlement or clearance services in the United StatesNotes, or (iii) if if, since the date of such agreement, trading in any of the securities of the Company has been suspended by the Commission or generally on the New York Stock ExchangeExchange shall have been suspended or limited, or if trading generally on either (iv) if, since the New York Stock Exchangedate of such agreement, the American Stock Exchange or NASDAQ has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium has shall have been declared by Federal, either Federal or New York or Maryland authorities. If, (iv) if after the date of an agreement hereunder to purchase Notes as principal and prior to the Settlement Date with respect to such agreement, the rating assigned by any nationally recognized statistical rating organization Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, or Xxxxx'x Investors Service, Inc., as the case may be, to any debt securities of the Company as of the date of such agreement Corporation shall have been lowered since that date or if any either of such rating organization agencies shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the CompanyCorporation, or (v) if there then the Corporation and the Agent mutually shall have come to determine whether the attention terms of such Agent or Agents any facts that would cause them agreement to believe purchase Notes shall need to be renegotiated and, if so, shall so negotiate in good faith the revised terms of such agreement to purchase Notes. In the event that the Registration Statement, General Disclosure Package Corporation and the ProspectusAgent reasonably fail to agree on any such revised terms, at then either the time it was required Corporation or the Agent may terminate such agreement to be delivered to a purchaser of purchase Notes, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time of such delivery, not misleading.

Termination of Agreement to Purchase Notes as Principal. The applicable Agent or Agents may also terminate any agreement by such Agent or Agents to purchase Notes from the Company as principal, by immediately upon notice to the Company, at any time at or prior to the Settlement Date relating thereto thereto, if (i) if there has been, since the date of such agreement or since the respective dates as of which information is given in the Registration Statement, General Disclosure Package and the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, enterprise whether or not arising in the ordinary course of business, or (ii) if there has shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other national or international calamity or crisis or escalation of any existing hostilities, the effect of which is such as to make it, in the reasonable judgment of such Agent or Agents, impracticable or inadvisable to market the Notes or enforce contracts for the sale of the Notes or a material disruption has occurred in securities settlement or clearance services in the United StatesNotes, or (iii) if trading in any of the securities of the Company has been suspended by the Commission SEC or the New York Stock Exchangea national securities exchange, or if trading generally on either the New York Stock Exchange, the American Stock Exchange or NASDAQ has the New York Stock Exchange shall have been suspended, or if minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the Commission SEC or any other governmental authority, or if a banking moratorium has shall have been declared by Federal, either Federal or New York authorities or Maryland authoritiesif a banking moratorium shall have been declared by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which the Notes are denominated or payable, or (iv) if the rating assigned by any nationally recognized statistical rating organization Moodx'x Xxxestors Service, Inc. or Standard and Poor's Ratings Services to any debt securities of the Company as of the date of such agreement shall have been lowered since that such date or if any such rating organization shall have publicly announced since such date that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Company, Company or (v) if there shall have come to the attention of such Agent or Agents any facts that would cause them to believe that the Registration Statement, General Disclosure Package and the Prospectus, at the time it was required to be delivered to a purchaser of Notes, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time of such delivery, not misleading. As used in this Section 12(b), the term "Prospectus" means the Prospectus in the form first provided to the applicable Agent or Agents for use in confirming sales of the related Notes.

Termination of Agreement to Purchase Notes as Principal. The applicable Any Agent or Agents may also ------------------------------------------------------- terminate any agreement hereunder by such Agent or Agents to purchase Notes from the Company as principal, by immediately upon notice to the Company, at any time at or prior to the Settlement Date relating thereto (i) if there has been, since the date of such agreement or since the respective dates as of which information is given in the Registration Statement, General Disclosure Package and the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has shall have occurred any material adverse change in the financial markets in the United States outbreak or any outbreak escalation of existing hostilities or other national or international calamity or crisis or escalation of any existing hostilities, the effect of which on the financial markets of the United States is such as to make it, in the judgment of such Agent or AgentsAgent, impracticable or inadvisable to market the Notes or enforce contracts for the sale of the Notes or a material disruption has occurred in securities settlement or clearance services in the United StatesNotes, or (iii) if trading in any of the securities of the Company has been suspended by the Commission SEC or the New York Stock ExchangeNational Association of Securities Dealers, Inc., or if trading generally on either the New York Stock Exchange, the American Boston Stock Exchange or NASDAQ has in the over-the-counter market shall have been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the Commission SEC any exchange on which such securities are listed or any other governmental authorityauthority with appropriate jurisdiction over such matters, or (iv) if a banking moratorium shall have been declared by either Federal or New York authorities or if a banking moratorium has shall have been declared by Federalthe relevant authorities in the country or countries of origin of any foreign currency or currencies in which the Notes are denominated or payable, New York or Maryland authorities, (ivv) if the rating assigned by any nationally recognized statistical securities rating organization agency to any debt securities of the Company as of the date of such agreement any applicable principal purchase shall have been lowered since that date or if any such rating organization agency shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Company, or (v) if there shall have come to the attention of such Agent or Agents any facts that would cause them to believe that the Registration Statement, General Disclosure Package and the Prospectus, at the time it was required to be delivered to a purchaser of Notes, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time of such delivery, not misleading.

Termination of Agreement to Purchase Notes as Principal. The applicable An Agent or Agents may also terminate any agreement hereunder by such Agent or Agents to purchase Notes from the Company as principal, by immediately upon notice to the Company, Corporation at any time at or prior to the Settlement Date relating thereto thereto, if (i) if there has been, since the date of such agreement or since the respective dates as of which information is given in the Registration Statement, General Disclosure Package and the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or any outbreak of hostilities or other calamity or crisis or escalation of any existing hostilities, the effect of which is such as to make it, in the judgment of such Agent or Agents, impracticable or inadvisable to market the Notes or enforce contracts for the sale of the Notes or a material disruption has occurred in securities settlement or clearance services in the United States, or (iii) if trading in any of the securities of the Company Corporation has been suspended by the Commission SEC or the New York Stock Exchangea national securities exchange, or if trading generally on either the New York Stock Exchange, the American Stock Exchange or NASDAQ has the New York Stock Exchange shall have been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the Commission SEC or any other governmental authority, (ii) there has been, since the date of such agreement, any material adverse change or if any development involving a prospective material adverse change in the condition (financial or other), earnings, business or properties of the Corporation and its subsidiaries the effect of which is such as to make it, in the sole judgment of such Agent, impracticable to market the Notes or enforce contracts for the sale of the Notes, (iii) a material disruption in the commercial banking or securities settlement or clearance services in the United States has occurred or a banking moratorium has shall have been declared by Federal, Federal or New York or Maryland State authorities, or (iv) if there shall have occurred any outbreak or material escalation of hostilities or other calamity or crisis (in the United States or elsewhere) the effect of which on the financial markets of the United States is such as to make it, in the judgment of such Agent, impracticable to market the Notes or enforce contracts for the sale of the Notes. If, after the date of an agreement hereunder to purchase Notes as principal and prior to the Settlement Date with respect to such agreement, the rating assigned by any nationally recognized statistical rating organization Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx’x Investors Service Inc. as the case may be, to any debt securities of the Company as of the date of such agreement Corporation shall have been lowered since that date or if any either of such rating organization agencies shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the CompanyCorporation, or (v) if there then the Corporation and the Agent mutually shall have come to determine whether the attention terms of such Agent or Agents any facts that would cause them agreement to believe purchase Notes shall need to be renegotiated and, if so, shall so negotiate in good faith the revised terms of such agreement to purchase Notes. In the event that the Registration Statement, General Disclosure Package Corporation and the ProspectusAgent reasonably fail to agree on any such revised terms, at then either the time it was required Corporation or the Agent may terminate such agreement to be delivered to a purchaser of purchase Notes, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time of such delivery, not misleading.

Termination of Agreement to Purchase Notes as Principal. The applicable Agent or Agents may also terminate any agreement by such Agent or Agents to purchase Notes from the Company as principal, by immediately upon notice to the Company, at any time at or prior to the Settlement Date relating thereto thereto, if (i) if there has been, since the date of such agreement or since the respective dates as of which information is given in the Registration Statement, General Disclosure Package and the Prospectus, any material adverse change in the condition, condition (financial or otherwiseother), business, prospects, properties, net worth or in the earnings, business affairs or business prospects results of operations of the Company and its subsidiaries considered consid- ered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other calamity or crisis or escalation of any existing hostilitieschange or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of such Agent or Agents, impracticable or inadvisable to market the Notes or enforce contracts for the sale of the Notes or a material disruption has occurred in securities settlement or clearance services in the United StatesNotes, or (iii) if trading in any of the securities of the Company has been suspended by the Commission or SEC, the New York Stock Exchange or the Pacific Stock Exchange, or if trading generally on either the New York Stock Exchange, the American Stock Exchange or NASDAQ has the New York Stock Exchange or in the over-the- counter market shall have been suspendedsuspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by such system or by order of the Commission SEC, the National Association of Securities Dealers, Inc. or any other governmental authority, or if a banking moratorium has shall have been declared by Federal, either Federal or New York or Maryland authorities, or (iv) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Company as of the date of such agreement shall have been lowered since that date or if any such rating organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Company, or (v) if there shall have come to the attention of such Agent or Agents any facts that would cause them to believe that the Registration Statement, General Disclosure Package and the Prospectus, at the time it was required to be delivered to a purchaser of Notes, included an any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time of such delivery, not misleading. As used in this Section 12(b), the term "Prospectus" means the Prospectus in the form first provided to the applicable Agent or Agents for use in confirming sales of the related Notes.

Termination of Agreement to Purchase Notes as Principal. The applicable An Agent or Agents may also terminate any agreement hereunder by such Agent or Agents to purchase Notes from the Company as principal, by immediately upon notice to the Company, Corporation at any time at or prior to the Settlement Date relating thereto thereto, if (i) if trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such exchange, (ii) there has been, since the date of such agreement or since the respective dates as of which information is given in the Registration Statement, General Disclosure Package and the Prospectusagreement, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any development involving a prospective material adverse change in the condition (financial markets in or other), earnings, business or properties of the United States or any outbreak of hostilities or other calamity or crisis or escalation of any existing hostilities, Corporation and its subsidiaries the effect of which is such as to make it, in the sole judgment of such Agent or AgentsAgent, impracticable or inadvisable to market the Notes or enforce contracts for the sale of the Notes Notes, (iii) a banking moratorium or a material disruption has occurred in the commercial banking or securities settlement or clearance services in the United StatesStates shall have been declared by Federal or New York State authorities, or (iiiiv) if trading there shall have occurred any outbreak or material escalation of hostilities or other calamity or crisis (in any the United States or elsewhere) the effect of which on the financial markets of the securities United States is such as to make it, in the judgment of such Agent, impracticable to market the Notes or enforce contracts for the sale of the Company has been suspended by Notes. If, after the Commission or date of an agreement hereunder to purchase Notes as principal and prior to the New York Stock ExchangeSettlement Date with respect to such agreement, or if trading generally on either the New York Stock Exchange, the American Stock Exchange or NASDAQ has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium has been declared by Federal, New York or Maryland authorities, (iv) if the rating assigned by any nationally recognized statistical rating organization Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. or Moody's Investors Service Inc. as the cxxx xxx xx, to any debt securities of securitxxx xx the Company as of the date of such agreement Corporation shall have been lowered since that date or if any either of such rating organization agencies shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the CompanyCorporation, or (v) if there then the Corporation and the Agent mutually shall have come to determine whether the attention terms of such Agent or Agents any facts that would cause them agreement to believe purchase Notes shall need to be renegotiated and, if so, shall so negotiate in good faith the revised terms of such agreement to purchase Notes. In the event that the Registration Statement, General Disclosure Package Corporation and the ProspectusAgent reasonably fail to agree on any such revised terms, at then either the time it was required Corporation or the Agent may terminate such agreement to be delivered to a purchaser of purchase Notes, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time of such delivery, not misleading.

Termination of Agreement to Purchase Notes as Principal. The applicable Agent or Agents may also terminate any agreement by such Agent or Agents to purchase Notes from the Company Trust as principal, by immediately upon notice to the CompanyTrust, at any time at or prior to the Settlement Date relating thereto thereto, if (i) if there has been, since the date of such agreement or since the respective dates as of which information is given in the Registration Statement, General Disclosure Package and the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company Trust and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other national or international calamity or crisis or escalation of any existing hostilities, the effect of which is such as to make it, in the reasonable judgment of such Agent or Agents, impracticable or inadvisable to market the Notes or enforce contracts for the sale of the Notes or a material disruption has occurred in securities settlement or clearance services in the United StatesNotes, or (iii) if trading in any of the securities of the Company Trust has been suspended by the Commission SEC or the New York Stock Exchangea national securities exchange, or if trading generally on either the New York Stock Exchange, the American Stock Exchange or NASDAQ has the New York Stock Exchange shall have been suspended, or if minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the Commission SEC or any other governmental authority, or if a banking moratorium has shall have been declared by either Federal, New York or Maryland authoritiesMassachusetts authorities or if a banking moratorium shall have been declared by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which the Notes are denominated or payable, or (iv) if the rating assigned by any nationally recognized statistical rating organization Moody's Investors Service, Inc. or Standard and Poor's Ratings Group to any debt axx xxxx securities of the Company Trust as of the date of such agreement shall have been lowered since that such date or if any such rating organization shall have publicly announced since such date that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the CompanyTrust, or (v) if there shall have come to the attention of such Agent or Agents any facts that would cause them to believe that the Registration Statement, General Disclosure Package and the Prospectus, at the time it was required to be delivered to a purchaser of Notes, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time of such delivery, not misleading. As used in this Section 12(b), the term "Prospectus" means the Prospectus in the form first provided to the applicable Agent or Agents for use in confirming sales of the related Notes.

Termination of Agreement to Purchase Notes as Principal. The applicable Agent or Agents may also terminate any agreement by such Agent or Agents to purchase Notes from the Company Trust as principal, by immediately upon notice to the CompanyTrust, at any time at or prior to the Settlement Date relating thereto thereto, if (i) if there has been, since the date of such agreement or since the respective dates as of which information is given in the Registration Statement, General Disclosure Package and the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs affairs, prospects, properties, shareholders' equity or business prospects results of operations of the Company Trust and its subsidiaries the Subsidiaries, considered as one enterprisea whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in shall have occurred, since the financial markets in the United States or date of such agreement, any outbreak or escalation of hostilities or any change in financial markets or other national or international calamity or crisis or escalation of any existing hostilities, the effect of which is such as to make itthat, in the judgment of such Agent or Agents, is material and adverse and which in the judgment of such Agent or Agents makes it impracticable or inadvisable to market the Notes or enforce contracts for on the sale of the Notes or a material disruption has occurred in securities settlement or clearance services terms and in the United Statesmanner contemplated in the Prospectus as amended or supplemented at the time of solicitation or at the time such offer to purchase was made, or (iii) if since the date of such agreement, trading in generally shall have been suspended or materially limited on or by, as the case may be, any of the securities of the Company has been suspended by the Commission or the New York Stock Exchange, or if trading generally on either the New York Stock Exchange, the American Stock Exchange, the National Association of Securities Dealers, Inc., the Chicago Board Options Exchange, the Chicago Mercantile Exchange or NASDAQ has been suspendedthe Chicago Board of Trade, or minimum (iv) since the date of such agreement or maximum prices for since the respective dates as of which information is given in the Prospectus, trading of any securities of or guaranteed by the Trust shall have been fixedsuspended on any exchange or in any over-the-counter market, or maximum ranges for prices for securities (v) since the date of such agreement, a general banking morato- rium shall have been required, by either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium has been declared by either Federal, New York or Maryland authoritiesauthorities or if a banking moratorium shall have been declared by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which the Notes are denominated or payable, or (ivvi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Company as of since the date of such agreement or since the respective dates as of which information is given in the Prospectus, there shall have occurred any downgrading or withdrawal, or any notice shall have been lowered since that date given of (A) any intended or if potential downgrading or (B) any such rating organization shall have publicly announced that it has under surveillance review or reviewsurveillance, with possible negative implications, its in the rating of accorded any debt securities of or guaranteed by the CompanyTrust by any "nationally recognized statistical rating organization", as that term is defined by the SEC for purposes of Rule 436(g)(2) under the Securities Act; or (vvii) if there shall have come to the attention of such Agent or Agents any facts that would cause them to believe that the Registration Statement, General Disclosure Package and the Prospectus, at the time it was required to be delivered to a purchaser of Notes, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances circum- stances existing at the time of such delivery, not misleading. As used in this Section 12(b), the term "Prospectus" means the Prospectus in the form first provided to the applicable Agent or Agents for use in confirming sales of the related Notes.

Termination of Agreement to Purchase Notes as Principal. The applicable An Agent or Agents may also terminate any agreement hereunder by such Agent or Agents to purchase Notes from the Company as principal, by immediately upon notice to the Company, Corporation at any time at or prior to the Settlement Date relating thereto thereto, (i) if there has been, since the date of such agreement or since the respective dates as of which information is given in the Registration Statement, General Disclosure Package and the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company Corporation and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in shall have occurred, since the financial markets in the United States or date of such agreement, any outbreak or material escalation of hostilities or other national or international calamity or crisis or escalation of any existing hostilities, the effect of which is such as to make it, in the sole judgment of such Agent or AgentsAgent, impracticable or inadvisable to market the Notes or enforce contracts for the sale of the Notes or a material disruption has occurred in securities settlement or clearance services in the United StatesNotes, or (iii) if if, since the date of such agreement, trading in any of the securities of the Company has been suspended by the Commission or generally on the New York Stock ExchangeExchange shall have been suspended or limited, or if trading generally on either (iv) if, since the New York Stock Exchangedate of such agreement, the American Stock Exchange or NASDAQ has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium has shall have been declared by Federal, either federal or New York or Maryland authorities. If, (iv) if after the date of an agreement hereunder to purchase Notes as principal and prior to the Settlement Date with respect to such agreement, the rating assigned by any nationally recognized statistical rating organization Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx'x Investors Service Inc. as the case may be, to any debt securities of the Company as of the date of such agreement Corporation shall have been lowered since that date or if any either of such rating organization agencies shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the CompanyCorporation, or (v) if there then the Corporation and the Agent mutually shall have come to determine whether the attention terms of such Agent or Agents any facts that would cause them agreement to believe purchase Notes shall need to be renegotiated and, if so, shall so negotiate in good faith the revised terms of such agreement to purchase Notes. In the event that the Registration Statement, General Disclosure Package Corporation and the ProspectusAgent reasonably fail to agree on any such revised terms, at then either the time it was required Corporation or the Agent may terminate such agreement to be delivered to a purchaser of purchase Notes, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time of such delivery, not misleading.

Termination of Agreement to Purchase Notes as Principal. The applicable Agent or Agents may also terminate any agreement hereunder by such Agent or Agents to purchase Notes from the Company as principal, by immediately upon notice to the CompanyCompany and U S WEST, at any time at or prior to the Settlement Date relating thereto if (i) if there has been, since the date of such agreement or since the respective dates as of which information is given in the Registration Statement, General Disclosure Package and the Prospectus, any material adverse change in the condition, financial condition of the Company or otherwiseof U S WEST and its subsidiaries considered as one enterprise, or in the earnings, business affairs affairs, or business prospects of the Company or of U S WEST and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is, in the judgment of such Agent or Agents, so material and adverse as to make it impracticable to market the Notes or enforce contracts for the sale thereof; or (ii) if trading in any securities of the Company or U S WEST shall have been suspended by the SEC or the New York Stock Exchange, or trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such exchange; or (iii) a banking moratorium shall have been declared either by Federal or New York State authorities or a banking moratorium shall have been declared by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which the Notes are denominated or payable, or (iv) there has shall have occurred any outbreak or material adverse change escalation of hostilities or other calamity or crisis the effect of which in the financial markets in the United States or any outbreak of hostilities or other calamity or crisis or escalation of any existing hostilities, the effect of which is such as to make it, in the judgment of such Agent or Agents, impracticable or inadvisable to market the Notes or enforce contracts for the sale of the Notes or a material disruption has occurred in securities settlement or clearance services in the United States, thereof; or (iiiv) if trading in any of the securities of the Company has been suspended by the Commission or the New York Stock Exchange, or if trading generally on either the New York Stock Exchange, the American Stock Exchange or NASDAQ has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium has been declared by Federal, New York or Maryland authorities, (iv) if the rating assigned by any nationally recognized statistical securities rating organization agency to any debt securities of the Company or U S WEST as of the date of such the agreement to purchase the Notes shall have been lowered since that date or if any such rating organization agency shall have publicly announced that it thatit has under surveillance or review, with possible negative implications, its rating any of any such debt securities of the Company, or (v) if there shall have come to the attention of such Agent or Agents any facts that would cause them to believe that the Registration Statement, General Disclosure Package and the Prospectus, at the time it was required to be delivered to a purchaser of Notes, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time of such delivery, not misleadingunder consideration for possible downgrade.

Termination of Agreement to Purchase Notes as Principal. The applicable An Agent or Agents may also terminate any agreement hereunder by such Agent or Agents to purchase Notes from the Company as principal, by immediately upon notice to the Company, Corporation at any time at or prior to the Settlement Date relating thereto thereto, if (i) if there has been, since the date of such agreement or since the respective dates as of which information is given in the Registration Statement, General Disclosure Package and the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or any outbreak of hostilities or other calamity or crisis or escalation of any existing hostilities, the effect of which is such as to make it, in the judgment of such Agent or Agents, impracticable or inadvisable to market the Notes or enforce contracts for the sale of the Notes or a material disruption has occurred in securities settlement or clearance services in the United States, or (iii) if trading in any of the securities of the Company Corporation has been suspended by the Commission SEC or the New York Stock Exchangea national securities exchange, or if trading generally on either the New York Stock Exchange, the American Stock Exchange or NASDAQ has the New York Stock Exchange shall have been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the Commission SEC or any other governmental authority, (ii) there has been, since the date of such agreement, any material adverse change or if any development involving a prospective material adverse change in the condition (financial or other), earnings, business or properties of the Corporation and its subsidiaries the effect of which is such as to make it, in the sole judgment of such Agent, impracticable to market the Notes or enforce contracts for the sale of the Notes, (iii) a material disruption in the commercial banking or securities settlement or clearance services in the United States has occurred or a banking moratorium has shall have been declared by Federal, Federal or New York or Maryland State authorities, or (iv) if there shall have occurred any outbreak or material escalation of hostilities or other calamity or crisis (in the United States or elsewhere) the effect of which on the financial markets of the United States is such as to make it, in the judgment of such Agent, impracticable to market the Notes or enforce contracts for the sale of the Notes. If, after the date of an agreement hereunder to purchase Notes as principal and prior to the Settlement Date with respect to such agreement, the rating assigned by any nationally recognized statistical rating organization Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx'x Investors Service Inc. as the case may be, to any debt securities of the Company as of the date of such agreement Corporation shall have been lowered since that date or if any either of such rating organization agencies shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the CompanyCorporation, or (v) if there then the Corporation and the Agent mutually shall have come to determine whether the attention terms of such Agent or Agents any facts that would cause them agreement to believe purchase Notes shall need to be renegotiated and, if so, shall so negotiate in good faith the revised terms of such agreement to purchase Notes. In the event that the Registration Statement, General Disclosure Package Corporation and the ProspectusAgent reasonably fail to agree on any such revised terms, at then either the time it was required Corporation or the Agent may terminate such agreement to be delivered to a purchaser of purchase Notes, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time of such delivery, not misleading.

Termination of Agreement to Purchase Notes as Principal. The applicable An Agent or Agents may also terminate any agreement hereunder by such Agent or Agents to purchase Notes from the Company as principal, by immediately upon notice to the Company, Corporation at any time at or prior to the Settlement Date relating thereto thereto, (i) if there has been, since the date of such agreement or since the respective dates as of which information is given in the Registration Statement, General Disclosure Package and the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company Corporation and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in shall have occurred, since the financial markets in the United States or date of such agreement, any outbreak or material escalation of hostilities or other national or international calamity or crisis or escalation of any existing hostilities, the effect of which is such as to make it, in the sole judgment of such Agent or AgentsAgent, impracticable or inadvisable to market the Notes or enforce contracts for the sale of the Notes or a material disruption has occurred in securities settlement or clearance services in the United StatesNotes, or (iii) if if, since the date of such agreement, trading in any of the securities of the Company has been suspended by the Commission or generally on the New York Stock ExchangeExchange shall have been suspended or limited, or if trading generally on either (iv) if, since the New York Stock Exchangedate of such agreement, the American Stock Exchange or NASDAQ has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium has shall have been declared by Federal, either Federal or New York or Maryland authorities. If, (iv) if after the date of an agreement hereunder to purchase Notes as principal and prior to the Settlement Date with respect to such agreement, the rating assigned by any nationally recognized statistical rating organization Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, xx Xxxxx's Investors Serxxxx, Xnc., as the case may be, to any debt securities of the Company as of the date of such agreement Corporation shall have been lowered since that date or if any either of such rating organization agencies shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the CompanyCorporation, or (v) if there then the Corporation and the Agent mutually shall have come to determine whether the attention terms of such Agent or Agents any facts that would cause them agreement to believe purchase Notes shall need to be renegotiated and, if so, shall so negotiate in good faith the revised terms of such agreement to purchase Notes. In the event that the Registration Statement, General Disclosure Package Corporation and the ProspectusAgent reasonably fail to agree on any such revised terms, at then either the time it was required Corporation or the Agent may terminate such agreement to be delivered to a purchaser of purchase Notes, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time of such delivery, not misleading.

Termination of Agreement to Purchase Notes as Principal. The applicable Agent or Agents may also terminate any agreement by such Agent or Agents to purchase Notes from the Company as principal, by immediately upon notice to the Company, at any time at or prior to the Settlement Date relating thereto (i) if there has shall have been, since the date of such agreement or since the respective dates as of which information is given in the Registration Statement, General Disclosure Package Statement and the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if if, since the date of such agreement, there has shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other national or international calamity or crisis or escalation of any existing hostilities, the effect of which is such as to make it, in the judgment of such Agent or AgentsAgent, impracticable or inadvisable to market the Notes or enforce contracts for the sale of the Notes or a material disruption has occurred in securities settlement or clearance services in the United StatesNotes, or (iii) if if, since the date of such agreement, trading in any of the securities of the Company has shall have been suspended by the Commission SEC or the New York Stock Exchangea national securities exchange, or if trading generally on either the New York Stock Exchange, the American Stock Exchange or NASDAQ has the New York Stock Exchange shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, by either of said exchanges Exchanges or by order of the Commission SEC or any other governmental authority, or if a banking moratorium has shall have been declared by Federal, either Federal or New York authorities or Maryland authoritiesif a banking moratorium shall have been declared by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which the Notes are denominated or payable, or (iv) if the rating assigned by any nationally recognized statistical securities rating organization agency to any debt securities of the Company as of the date of such agreement shall have been lowered since that date or if any such rating organization agency shall have publicly announced since such date that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Company, or (v) if there shall have come to the such Agent's attention of such Agent or Agents any facts that would cause them such Agent to reasonably believe that the Registration Statement, General Disclosure Package and the Prospectus, at the time it was required to be delivered to a purchaser of Notes, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time of such delivery, not misleading.. Banc One Capital Markets, Inc. Chase Securities Inc. Xxxxxxx, Xxxxx & Co. Xxxxxx Xxxxxxx & Co. Incorporated

Termination of Agreement to Purchase Notes as Principal. The applicable An Agent or Agents may also terminate any agreement hereunder by such Agent or Agents to purchase Notes from the Company as principal, by immediately upon notice to the Company, at any time at or prior to the Settlement Date relating thereto (i) if there has been, since the date of such agreement or since the respective dates as of which information is given in the Registration Statement, General Disclosure Package and the Prospectus, any material adverse change in the condition, business or financial or otherwise, or in the earnings, business affairs or business prospects condition of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other national or international calamity or crisis or escalation of any existing hostilities, the effect of which is such as to make it, in the judgment of such Agent or AgentsAgent, impracticable or inadvisable to market the Notes or enforce contracts for the sale of the Notes or a material disruption has occurred in securities settlement or clearance services in the United StatesNotes, or (iii) if trading in any of the securities of the Company has been suspended by the Commission SEC or the New York Stock Exchangea national securities exchange, or if trading generally on either the New York Stock Exchange, the American Stock Exchange or NASDAQ has the New York Stock Exchange shall have been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the Commission SEC or any other governmental authority, or if a banking moratorium has shall have been declared by either Federal, New York or Maryland authoritiesTexas authorities or if a banking moratorium shall have been declared by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which the Notes are denominated or payable, or (iv) if the rating assigned by any nationally recognized statistical securities rating organization agency to any debt securities of the Company as of the date of such agreement any applicable principal purchase shall have been lowered since that date or if any such rating organization agency shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Company, or (v) if there shall have come to the such Agent's attention of such Agent or Agents any facts that would cause them such Agent to believe that the Registration Statement, General Disclosure Package and the Prospectus, at the time it was required to be delivered to a purchaser of Notes, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time of such delivery, not misleading.