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. - . 200209214 (d) the Merger Agreement shall have been terminated in accordance with its terms; or (e) there shall have occurred any general suspension of trading in. or limitatioo on prices for. securities on the New Yet Stock Exchange or in the over- the- camrer market in the United Sores, any declaration of a banking moratorium by Federal or New York authorities or general suspension of payments m aspect of banks m the United States that regularly participate N the U.S. market to loans to large corporations, any material limitation by my Federal. stare or local government in the United States or my court. adminlstative m regulatory agency or commission or other governmental authority or agency m the United States that materialty affects the extension of credit generally by banks in the United States that regularly participate in the U.S. market in loans to large corporations, my commencement of a war involving the United States or my commencement of armed hostilities or other national or international ralanuity involving the United States that has a material adverse effect on bank syndication or financial markets to the United States or, in the case of my of the foregoing octomences existing on or at the time of the commencement of the Offer, a material acceleration or worsening thereof; which, in the reasonable judgment of Parent im my such case, and regardless of the circumstances (including my active or omission by Parent but excluding my willful action or omission by Parent not permitted or contemplated by the Merger Agreement) giving rise to my such condition, makes it inadvisable m proceed with such acceptance for payment or payotem. A -J8