Common use of Suspension of Solicitation; Amendment or Supplement Clause in Contracts

Suspension of Solicitation; Amendment or Supplement. As provided in the Agency Agreement, the Company may suspend solicitation of purchases at any time and, upon receipt of at least one Business Day's prior notice from the Company, the Agents will each forthwith suspend solicitation until such time as the Company has advised them that solicitation of purchases may be resumed. If the Agents receive the notice from the Company contemplated by Section 4(b) of the Agency Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Agency Agreement. If the Company decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise each Agent and will furnish each Agent with the proposed amendment or supplement in accordance with the terms of the Agency Agreement. The Company will promptly file such amendment or supplement; provide the Agents with copies of any such amendment or supplement; confirm to the Agents that such amendment or supplement has been filed with the Commission; and advise the Agents that solicitation may be resumed. Any such suspension shall not affect the Company's obligations under the Agency Agreement; and in the event that at the time the Company suspends solicitation of purchases there shall be any offers already accepted by the Company outstanding for settlement, the Company will have the sole responsibility for fulfilling such obligations. The Company will in addition promptly advise the Agents and the Bank if such offers are not to be settled and if copies of the Prospectus as in effect at the time of the suspension may not be delivered in connection with the settlement of such offers.

Suspension of Solicitation; Amendment or Supplement. As provided in the Agency Distribution Agreement, the Company Issuer may instruct the Agent to suspend solicitation of purchases offers to purchase at any time andtime, and upon receipt of at least one Business Day's ’s prior notice from the CompanyIssuer, the Agents Agent will each forthwith suspend solicitation until such time as the Company Issuer has advised them it that solicitation of purchases offers to purchase may be resumed. If the Agents receive Agent receives the notice from the Company Issuer contemplated by Section 4(b3(c) or 4(c) of the Agency Distribution Agreement, they it will promptly suspend solicitation and will only resume solicitation as provided in the Agency Distribution Agreement. If the Company Issuer is required, pursuant to Section 4(c) of the Distribution Agreement, to prepare an amendment or supplement, it will promptly furnish the Agent with the proposed amendment or supplement; if the Issuer decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise each the Agent and will furnish each the Agent with the proposed amendment or supplement in accordance with the terms of the Agency Distribution Agreement. The Company Issuer will promptly file such amendment or supplement; supplement with the Commission, provide the Agents Agent with copies of any such amendment or supplement; , confirm to the Agents Agent that such amendment or supplement has been filed with the Commission; Commission and advise the Agents Agent that solicitation may be resumed. Any such suspension shall not affect the Company's Issuer’s obligations under the Agency Distribution Agreement; and in the event that at the time the Company Issuer suspends solicitation of purchases offers to purchase there shall be any offers already accepted by the Company Issuer outstanding for settlement, the Company Issuer will have the sole responsibility for fulfilling such obligations. The Company Issuer will in addition promptly advise the Agents Agent and the Bank Trustee if such offers are not to be settled and if copies of the Prospectus as in effect at the time of the suspension may not be delivered in connection with the settlement of such offers.

Suspension of Solicitation; Amendment or Supplement. As provided in the Agency Agreement, the (a) The Company may instruct the Agents to suspend solicitation of purchases at any time and, upon time. Upon receipt of at least one Business Day's prior notice from the Company, such instructions the Agents will each forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised them that solicitation of purchases offers to purchase may be resumed. If the Agents receive the notice from the Company contemplated by Section 4(b) of the Agency Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Agency Agreement. If the Company decides to amend or supplement the Registration Statement (including incorporating any documents by reference therein) or the Prospectus relating supplement any of such documents (other than to the Noteschange rates or other variable terms), it will promptly advise each Agent the Agents and the Trustee and will furnish each Agent the Agents, the Trustee and their respective counsel with copies of the proposed amendment (including any document proposed to be incorporated by reference therein) or supplement in accordance supplement. One copy of such filed document, along with the terms a copy of the Agency Agreement. The Company cover letter sent to the Commission, will promptly file such amendment be delivered or supplement; provide the Agents with copies of any such amendment or supplement; confirm mailed to the Agents that such amendment or supplement has been filed with at the Commission; and advise the Agents that solicitation may be resumed. Any such suspension shall not affect the Company's obligations under the Agency Agreement; and in following respective addresses: Xxxxxx Xxxxxxx & Co. Incorporated 0000 Xxxxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxx Xxxxx, Medium-Term Note Trading Desk Phone: (000) 000-0000 Fax: (000) 000-0000 X.X. Xxxxxx Securities Inc. 00 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Medium-Term Note Desk Phone (000) 000-0000 Fax: (000) 000-0000 (b) In the event that at the time the Company suspends solicitation of purchases offers to purchase from the Company is suspended (other than to change interest rates or other variable terms) there shall be any offers already accepted by the Company orders outstanding for settlementwhich have not been settled, the Company will have the sole responsibility for fulfilling such obligations. The Company will in addition promptly advise the Agents and the Bank if Trustee whether such offers are not to orders may be settled and if whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may not be delivered in connection with the settlement of such offersorders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered.

Suspension of Solicitation; Amendment or Supplement. As provided in the Agency Distribution Agreement, the Company Issuer may instruct the Agent to suspend solicitation of purchases offers to purchase at any time andtime, and upon receipt of at least one Business Day's prior notice from the CompanyIssuer, the Agents Agent will each forthwith suspend solicitation until such time as the Company Issuer has advised them it that solicitation of purchases offers to purchase may be resumed. If the Agents receive Agent receives the notice from the Company Issuer contemplated by Section 4(b3(c) or 4(c) of the Agency Distribution Agreement, they it will promptly suspend solicitation and will only resume solicitation as provided in the Agency Distribution Agreement. If the Company Issuer is required, pursuant to Section 4(c) of the Distribution Agreement, to prepare an amendment or supplement, it will promptly furnish the Agent with the proposed amendment or supplement; if the Issuer decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise each the Agent and will furnish each the Agent with the proposed amendment or supplement in accordance with the terms of the Agency Distribution Agreement. The Company Issuer will promptly file such amendment or supplement; supplement with the Commission, provide the Agents Agent with copies of any such amendment or supplement; , confirm to the Agents Agent that such amendment or supplement has been filed with the Commission; Commission and advise the Agents Agent that solicitation may be resumed. Any such suspension shall not affect the CompanyIssuer's obligations under the Agency Distribution Agreement; and in the event that at the time the Company Issuer suspends solicitation of purchases offers to purchase there shall be any offers already accepted by the Company Issuer outstanding for settlement, the Company Issuer will have the sole responsibility for fulfilling such obligations. The Company Issuer will in addition promptly advise the Agents Agent and the Bank Trustee if such offers are not to be settled and if copies of the Prospectus as in effect at the time of the suspension may not be delivered in connection with the settlement of such offers.

Suspension of Solicitation; Amendment or Supplement. As provided Subject to the Company’s representations, warranties and covenants contained in the Master Agency Agreement, the Company may instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of purchases at any time and, upon orders to purchase Book-Entry Notes. Upon receipt of at least one Business Day's prior notice from the Companysuch instructions, the Agents will each forthwith suspend solicitation until such time as the Company has advised them that solicitation of purchases may be resumed. If the Agents receive the notice from the Company contemplated by Section 4(b) of the Agency Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Agency Agreement. If the Company decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise each Agent and will furnish each Agent with the proposed amendment or supplement in accordance with the terms of the Agency Agreement. The Company will promptly file such amendment or supplement; provide the Agents with copies of any such amendment or supplement; confirm to the Agents that such amendment or supplement has been filed with the Commission; and advise the Agents that solicitation may be resumed. Any such suspension shall not affect the Company's obligations under the Agency Agreement; and in In the event that at the time the Company suspends solicitation of purchases there shall be any offers already accepted by the Company orders outstanding for settlement, the Company will have the sole responsibility for fulfilling such obligations. The Company will in addition promptly advise the Agents and the Bank if whether such offers are not to orders may be settled and if whether copies of the Prospectus as in effect at the time of the suspension suspension, together with the appropriate Pricing Supplement, may not be delivered in connection with the settlement of such offersorders. The Company will have the sole responsibility for such decision and for any arrangement that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement (as defined in the Master Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Master Agency Agreement. Subject to the provisions of the Master Agency Agreement, the Company may file with the Commission any such supplement to the Prospectus relating to the JPMorgan Chase Notes. The Company will provide the Agents, the Trustees and the Bank with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b).

Suspension of Solicitation; Amendment or Supplement. As provided The Company reserves the right, in its sole discretion, to instruct the Agency AgreementAgents to suspend at any time, for any period of time or permanently, the Company may suspend solicitation of purchases at any time andoffers to purchase Book-Entry Notes. As soon as practicable, upon but in no event later than one Business Day after receipt of at least one Business Day's prior notice instructions from the Company, the Agents will each forthwith suspend solicitation of offers to purchase Book-Entry Notes from the Company until such time as the Company has advised them that such solicitation of purchases may be resumed. If the Agents receive Company or the notice from the Company contemplated by Section 4(b) of the Agency Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Agency Agreement. If the Company Guarantor decides to amend or supplement the Registration Statement or the Prospectus relating to the NotesNotes (except in the case of a Pricing Supplement to the Prospectus), it the Company or the Guarantor, as the case may be, will promptly advise each Agent the Agents and the Trustee and will furnish each Agent the Agents and the Trustee with the proposed amendment or supplement in accordance with the terms of the Agency Agreement. The Company or the Guarantor will promptly file such amendment mail or supplement; transmit to the Commission for filing therewith any supplement to the Prospectus relating to the Notes, provide the Agents with copies of any such amendment or supplement; , and confirm to the Agents that such amendment or supplement has been filed with the Commission; and advise the Agents that solicitation may be resumed. Any such suspension shall not affect the Company's obligations under the Agency Agreement; and in In the event that at the time the Company suspends solicitation of purchases offers to purchase Book-Entry Notes there shall be any outstanding offers already to purchase Book-Entry Notes that have been accepted by the Company outstanding but for settlementwhich settlement has not yet occurred, the Company will have the sole responsibility for fulfilling such obligations. The Company will in addition promptly advise the Agents and the Bank if Trustee whether such offers are not to sales may be settled and if whether copies of the Prospectus as in effect at supplemented to the time of the suspension may not be delivered in connection with the settlement of such offerssales. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such sales may not be settled or that copies of such Prospectus may not be so delivered.

Suspension of Solicitation; Amendment or Supplement. As provided in the Agency Agreement, the The Company may instruct the Agents to suspend solicitation of purchases at any time time. Upon receipt of such instructions the Agents will forthwith suspend solicitation of offers to purchase from the Company and, upon receipt of at least one Business Day's prior notice from if the CompanyAgents shall not then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if the Agents hold Notes as principal pursuant to a Terms Agreement, the Agents will each forthwith suspend solicitation have held such Notes for more than 180 days), the Company's obligations described in this paragraph shall likewise be suspended until such time as the Company has advised them that solicitation of purchases offers to purchase may be resumed. If The Company will give the Agents receive notice of its intention to file or prepare any additional registration statement with respect to the notice from the Company contemplated by Section 4(b) registration of the Agency Agreementadditional Notes, they will promptly suspend solicitation and will only resume solicitation as provided in the Agency Agreement. If the Company decides any amendment to amend or supplement the Registration Statement or any amendment or supplement to the Prospectus relating (other than an amendment or supplement providing solely for a change in the interest rates of the Notes or an amendment or supplement that relates exclusively to an offering of senior debt securities other than the Notes) or any document that would as a result thereof be incorporated by reference in the Prospectus, it will promptly advise each Agent and will furnish each Agent with the proposed amendment or supplement in accordance with the terms of the Agency Agreement. The Company will promptly file such amendment or supplement; provide the Agents with copies of any such amendment or supplement; confirm supplement or other documents proposed to be filed or prepared a reasonable time in advance of such proposed filing or preparation, as the Agents that case may be, and will not file any such amendment or supplement has been filed with the Commission; and advise or other documents in a form to which the Agents or counsel for the Agents shall reasonably object; PROVIDED, that solicitation may be resumed. Any such suspension the requirements of this sentence shall not affect apply to the Company's obligations under the Agency Agreement; and in the event that at the time proxy statement, its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q or its Current Reports on Form 8-K, so long as the Company suspends solicitation of purchases there shall be any offers already accepted by the Company outstanding for settlement, the Company will have the sole responsibility for fulfilling such obligations. The Company will in addition promptly advise furnish the Agents and the Bank if such offers are not to be settled and if with copies of such documents on or prior to the Prospectus as in effect at the time date of the suspension may not be delivered in connection filing thereof with the settlement of such offers.the

Suspension of Solicitation; Amendment or Supplement. As provided in the Agency Agreement, the The Company may instruct the Agents (which instruction may be given orally and confirmed in writing pursuant to Section 12 of the Distribution Agreement) to suspend solicitation of purchases offers to purchase Notes at any time andtime, upon receipt of at least one Business Day's prior notice from the Company, whereupon the Agents will each forthwith as promptly as possible (but in any event not later than one Business Day after receipt of such instruction) suspend solicitation until such time as the Company has advised them the Agents that solicitation of purchases offers to purchase Notes may be resumed. If the Agents receive the notice from the Company contemplated by Section 4(b) of the Agency Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Agency Agreement. If the Company decides proposes to amend or supplement the Registration Statement or the Prospectus relating to the NotesNotes (except in the case of a Pricing Supplement), it will promptly advise each Agent the Agents and will furnish each Agent with to the Agents such proposed amendment or supplement in accordance and, after the Agents have been afforded a reasonable opportunity to review such amendment or supplement, will cause such amendment or supplement to be filed with the terms of the Agency AgreementCommission. The Company will promptly file such amendment or supplement; provide the Agents with copies of any such amendment or supplement; supplement and confirm to the Agents that such amendment or supplement has been filed with the Commission; and advise the Agents that solicitation may be resumed. Any such suspension shall not affect the Company's obligations under the Agency Agreement; and in In the event that at the time the Company suspends Agents suspend solicitation of purchases offers to purchase Notes there shall be any outstanding offers already to purchase Notes that have been accepted by the Company outstanding but for settlementwhich settlement has not occurred, the Company Company, consistent with its obligations under the Distribution Agreement, promptly will have the sole responsibility for fulfilling such obligations. The Company will in addition promptly advise the Agents and the Bank if whether such offers are not to sales may be settled and if whether copies of the Prospectus as in effect supplemented at the time of the suspension may not be delivered in connection with the settlement of such offerssales. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such sales may not be settled or that copies of such prospectus may not be so delivered.

Suspension of Solicitation; Amendment or Supplement. As provided The Company reserves the right, in its sole discretion, to instruct the Agency AgreementAgents to suspend at any time, for any period of time or permanently, the Company may suspend solicitation of purchases at any time and, upon orders to purchase Book-Entry Notes. Upon receipt of at least one Business Day's prior notice from the Companysuch instructions, the Agents will each forthwith suspend solicitation until such time as the Company has advised them that such solicitation of purchases may be resumed. If the Agents receive the notice from the Company contemplated by Section 4(b) of the Agency Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Agency Agreement. If the Company decides to amend or supplement the Registration Statement (as defined in the Agency Agreement) or the Prospectus (except for a supplement relating to an offering of securities other than the Notes), it will promptly advise each Agent the Agents and will furnish each Agent the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Agency Agreement. Subject to the provisions of the Agency Agreement, the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will promptly file such amendment or supplement; provide the Agents and the Trustee with copies of any such amendment or supplement; supplement and confirm to the Agents that such amendment or supplement has been filed with the Commission; and advise Commission pursuant to the Agents that solicitation may be resumedapplicable paragraph of Rule 424(b). Any such suspension shall not affect the Company's obligations under the Agency Agreement; and in In the event that at the time the Company suspends solicitation of purchases offers to purchase Book-Entry Notes there shall be any outstanding offers already to purchase Book-Entry Notes that have been accepted by the Company outstanding but for settlementwhich settlement has not yet occurred, the Company will have the sole responsibility for fulfilling such obligations. The Company will in addition promptly advise the Agents relevant Agent and the Bank if Trustee whether such offers are not to orders may be settled and if whether copies of the Prospectus as in effect at supplemented to the time of the suspension may not be delivered in connection with the settlement of such offerssales. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered.

Suspension of Solicitation; Amendment or Supplement. As provided in the Agency Agreement, the Company Issuer may suspend solicitation of purchases at any time and, upon receipt of at least one Business Day's prior notice from the CompanyIssuer, the Agents will each forthwith Agent will, as promptly as practicable, but in no event later than one business day following such notice, suspend solicitation until such time as the Company Issuer has advised them that solicitation of purchases may be resumed. If the Agents receive Each Agent which receives the notice from the Company Issuer contemplated by Section 4(b2(a) of the Agency Agreement, they Agreement will promptly suspend solicitation and will only resume solicitation as provided in the Agency Agreement. If the Company Issuer decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise each Agent and their counsel and will furnish each Agent and their counsel with the proposed amendment or supplement in accordance with the terms of the Agency Agreement. The Company Issuer will promptly file or mail to the Commission for filing such amendment or supplement; , provide the Agents each Agent and their counsel with copies of any such amendment or supplement; , confirm to the Agents each Agent and their counsel that such amendment or supplement has been filed with the Commission; Commission and advise the Agents each Agent and their counsel that solicitation may be resumed. Any such suspension shall not affect the CompanyIssuer's obligations under the Agency Agreement; and in the event that at the time the Company Issuer suspends solicitation of purchases there shall be any offers already accepted by the Company Issuer outstanding for settlement, the Company Issuer will have the sole responsibility for fulfilling such obligations; each applicable Agent will make reasonable efforts to assist the Issuer to fulfill such obligations, but no Agent will be obligated to fulfill such obligations. The Company Issuer will in addition promptly advise the Agents each Agent and the Bank Trustee if such offers are not to be settled and if copies of the Prospectus as in effect at the time of the suspension may not be delivered in connection with the settlement of such offers.

Suspension of Solicitation; Amendment or Supplement. As provided Subject to the Company’s representations, warranties, and covenants contained in the Agency Selling Agent Agreement, the Company may instruct the Agents to suspend solicitation of purchases at any time andfor any period of time or permanently, upon the solicitation of orders to purchase Book-Entry Notes. Upon receipt of at least one Business Day's prior notice from the Companysuch instructions (which may be given orally), the Agents each Agent will each forthwith suspend solicitation until such time as the Company has advised them it that solicitation of purchases offers to purchase may be resumed. If the Agents receive the notice from the Company contemplated by Section 4(b) of the Agency Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Agency Agreement. If the Company decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise each Agent and will furnish each Agent with the proposed amendment or supplement in accordance with the terms of the Agency Agreement. The Company will promptly file such amendment or supplement; provide the Agents with copies of any such amendment or supplement; confirm to the Agents that such amendment or supplement has been filed with the Commission; and advise the Agents that solicitation may be resumed. Any such suspension shall not affect the Company's obligations under the Agency Agreement; and in In the event that at the time the Company suspends solicitation of purchases offers to purchase there shall be any offers already accepted by the Company orders outstanding for settlement, the Company will have the sole responsibility for fulfilling such obligations. The Company will in addition promptly advise the Agents and the Bank if Paying Agent whether such offers are not to orders may be settled and if whether copies of the Prospectus Offering Circular (together with the Pricing Supplement or Permitted Free Writing) as in effect at the time of the suspension may not be delivered in connection with the settlement of such offersorders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Offering Circular (together with the Pricing Supplement or Permitted Free Writing) may not be so delivered. If the Company decides to amend or supplement the Offering Circular (or any Pricing Supplement or Permitted Free Writing), it will promptly advise the Agents and furnish the Agents and the Paying Agent with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agent Agreement. The Company will provide the Agents and the Paying Agent with copies of any such supplement.

Suspension of Solicitation; Amendment or Supplement. As provided Subject to the Company's representations, warranties and covenants contained in the Agency Agreement, the Company may instruct each Agent to suspend solicitation of purchases of Book-Entry Notes at any time and, upon time. Upon receipt of at least one Business Day's prior notice from the Companysuch instructions, the Agents each Agent will each forthwith suspend solicitation such solicitations until such time as it has been advised by the Company has advised them that solicitation of purchases such solicitations may be resumed. If the Agents receive the notice from the Company contemplated by Section 4(b) of the Agency Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Agency Agreement. If the Company decides to amend or supplement the Registration Statement Statements (as defined in the Agency Agreement) filed by the Company with the Commission with respect to the Notes or the Prospectus relating to the Notes, it will promptly advise each Agent and will furnish each Agent it with the proposed amendment or supplement in accordance and with the terms of the Agency Agreement. The Company will promptly file such amendment or supplement; provide the Agents with copies of any such amendment or supplement; confirm to the Agents that such amendment or supplement has been filed certificates and opinions as are required, all consistent with the Commission; and advise the Agents that solicitation may be resumed. Any such suspension shall not affect the Company's obligations under the Agency Agreement; and in . Subject to the event that at provisions of the time the Company suspends solicitation of purchases there shall be any offers already accepted by the Company outstanding for settlementAgency Agreement, the Company will have may file with the sole responsibility for fulfilling Commission any such obligationssupplement to the Prospectus relating to the Notes. The Company will in addition promptly advise provide the Agents and the Bank if Trustee with copies of any such offers are not supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). The Company will, consistent with such obligations, promptly advise each Agent and the Trustee whether orders outstanding at the time each Agent suspends solicitation may be settled and if whether copies of the such Prospectus as in effect at the time of the suspension suspension, together with the appropriate Pricing Supplement, may not be delivered in connection with the settlement of such offersorders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus and Pricing Supplement may not be so delivered.

Suspension of Solicitation; Amendment or Supplement. As provided in the Agency Agreement, the The Company may instruct the Agents to suspend solicitation of purchases at any time and, upon time. Upon receipt of at least one Business Day's prior notice from the Companysuch instructions, the Agents will each forthwith suspend solicitation until such time as the Company has advised them that solicitation of purchases may be resumed. If the Agents receive the notice from the Company contemplated by Section 4(b) of the Agency Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Agency Agreement. If the Company decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise each Agent the Agents and the Trustee, and will furnish each Agent the Agents and the Trustee with the proposed amendment or supplement in accordance with the terms of the Agency Distribution Agreement. The Company will promptly file such amendment or supplement; with the Commission any supplement to the Prospectus relating to the Notes including any supplement which provides solely for a change in the interest rates offered on the Notes, provide the Agents with sufficient quantities of copies of any such amendment supplement within a reasonable time prior to the earlier of the delivery of written confirmation of the sale of Notes or supplement; the delivery of Notes to any purchaser thereof, and confirm to the Agents that such amendment or supplement has been filed with the Commission; and advise the Agents that solicitation may be resumed. Any such suspension shall not affect the Company's obligations under the Agency Agreement; and in In the event that at the time the Company suspends solicitation of purchases there shall be any offers already accepted by the Company orders outstanding for settlement, the Company will have the sole responsibility for fulfilling such obligations. The Company will in addition promptly advise the Agents and the Bank if Trustee whether such offers are not to orders may be settled and if whether copies of the Prospectus as in effect at the time of the suspension may not be delivered in connection with the settlement of such offersorders. The Company will have the sole responsibility for such decisions and for any arrangements which may be made in the event that the company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered.

Suspension of Solicitation; Amendment or Supplement. As provided in the Agency Agreement, the Company Issuer may suspend solicitation of purchases purchase at any time time, and, upon receipt of at least one Business Day's prior notice from the Issuer or the Company, the Agents will each forthwith as promptly as practicable, but in no event later than one Business Day following such notice, suspend solicitation until such time as the Company Issuer has advised them that solicitation of purchases may be resumed. If the Agents receive the notice from the Issuer or the Company contemplated by Section 4(b4(d) of the Agency Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Agency Agreement. If the Issuer or the Company decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise each Agent the Agents and will furnish each Agent the Agents with the proposed amendment or supplement in accordance with the terms of the Agency Agreement. The Company Issuer will promptly file or mail to the Commission for filing such amendment or supplement; , provide the Agents with copies of any such amendment or supplement; , confirm to the Agents that such amendment or supplement has been filed with the Commission; Commission and advise the Agents that solicitation may be resumed. Any such suspension shall not affect the CompanyIssuer's obligations under the Agency Agreement; and in the event that at the time the Issuer or the Company suspends solicitation of purchases there shall be any offers already accepted by the Company Issuer outstanding for settlement, the Company Issuer will have the sole responsibility for fulfilling such obligations; the Agents will make reasonable efforts to assist the Issuer to fulfill such obligations, but the Agents will not be obligated to fulfill such obligations. The Company Issuer will in addition promptly advise the Agents and the Bank Trustee if such offers are not to be settled and if copies of the Prospectus as in effect at the time of the suspension may not be delivered in connection with the settlement of such offers.

Suspension of Solicitation; Amendment or Supplement. As provided in the Agency Agreement, the Company Issuer may instruct the Agents to suspend solicitation of purchases offers to purchase at any time andtime. As soon as reasonably practicable, upon receipt of at least but in no event later than one Business Day's prior Day after notice from the CompanyIssuer, the Agents will each forthwith suspend solicitation until such time as the Company Issuer has advised them that solicitation of purchases offers to purchase may be resumed. If the Agents receive the notice from the Company Issuer contemplated by Section 3(b) or 4(b) of the Agency Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Agency Agreement. If the Company Issuer is required, pursuant to the second sentence of Section 4(b) of the Agency Agreement, to prepare an amendment or supplement, it will promptly furnish each Agent with the proposed amendment or supplement; if the Issuer decides to amend or supplement the Registration Statement Statements or the Prospectus relating to the Notes, it will promptly advise each Agent and will furnish each Agent with the proposed amendment or supplement in accordance with the terms of the Agency Agreement. The Company Issuer will promptly file such amendment or supplement; supplement with the Commission, provide the Agents with copies of any such amendment or supplement; , confirm to the Agents that such amendment or supplement has been filed with the Commission; Commission and advise the Agents that solicitation may be resumed. Any such suspension shall not affect the Company's Issuer’s obligations under the Agency Agreement; and in the event that at the time the Company Issuer suspends solicitation of purchases offers to purchase there shall be any offers already accepted by the Company Issuer outstanding for settlement, the Company Issuer will have the sole responsibility for fulfilling such obligations. The Company Issuer will in addition promptly advise the Agents and the Bank Trustee if such offers are not to be settled and if copies of the Prospectus as in effect at the time of the suspension may not be delivered in connection with the settlement of such offers.

Suspension of Solicitation; Amendment or Supplement. As provided in the Agency Agreement, the The Company may instruct the Agents to suspend solicitation of purchases at any time and, upon time. Upon receipt of at least one Business Day's prior notice from the Companysuch instructions, the Agents will each forthwith suspend solicitation until such time as the Company has advised them that solicitation of purchases may be resumed. If the Agents receive the notice from the Company contemplated by Section 4(b) of the Agency Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Agency Agreement. If the Company decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise each Agent the Agents and the Trustee and will furnish each Agent the Agents and the Trustee with the proposed amendment or supplement in accordance with the terms of the Agency Distribution Agreement. The Company will promptly file such amendment or supplement; with the Commission any supplement to the Prospectus relating to the Notes including any supplement which provides solely for a change in the interest rates offered on the Notes, provide the Agents with sufficient quantities of copies of any such amendment supplement within a reasonable time prior to the earlier of the delivery of written confirmation of the sale of Notes or supplement; the delivery of Notes to any purchaser thereof, and confirm to the Agents that such amendment or supplement has been filed with the Commission; and advise the Agents that solicitation may be resumed. Any such suspension shall not affect the Company's obligations under the Agency Agreement; and in In the event that at the time the Company suspends solicitation of purchases there shall be any offers already accepted by the Company orders outstanding for settlement, the Company will have the sole responsibility for fulfilling such obligations. The Company will in addition promptly advise the Agents and the Bank if Trustee whether such offers are not to orders may be settled and if whether copies of the Prospectus as in effect at the time of the suspension may not be delivered in connection with the settlement of such offersorders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered.

Suspension of Solicitation; Amendment or Supplement. As provided in the Agency Agreement, the Company Issuer may suspend solicitation of purchases purchase at any time time, and, upon receipt of at least one Business Day's prior notice from the CompanyIssuer, the Agents will each forthwith as promptly as practicable, but in no event later than one Business Day following such notice, suspend solicitation until such time as the Company Issuer has advised them that solicitation of purchases may be resumed. If the Agents receive the notice from the Company Issuer contemplated by Section 4(b) of the Agency Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Agency Agreement. If the Company Issuer decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise each Agent the Agents and will furnish each Agent the Agents with the proposed amendment or supplement in accordance with the terms of the Agency Agreement. The Company Issuer will promptly file or mail to the Commission for filing such amendment or supplement; , provide the Agents with copies of any such amendment or supplement; , confirm to the Agents that such amendment or supplement has been filed with the Commission; Commission and advise the Agents that solicitation may be resumed. Any such suspension shall not affect the Company's Issuer’s obligations under the Agency Agreement; and in the event that at the time the Company Issuer suspends solicitation of purchases there shall be any offers already accepted by the Company Issuer outstanding for settlement, the Company Issuer will have the sole responsibility for fulfilling such obligations; the Agents will make reasonable efforts to assist the Issuer to fulfill such obligations, but the Agents will not be obligated to fulfill such obligations. The Company Issuer will in addition promptly advise the Agents and the Bank Trustee if such offers are not to be settled and if copies of the Prospectus as in effect at the time of the suspension may not be delivered in connection with the settlement of such offers.

Suspension of Solicitation; Amendment or Supplement. As provided in the Agency Agreement, the The Company may instruct the Agents to suspend solicitation of purchases at any time andfor any period of time or permanently, upon the solicitation of orders to purchase Notes. Upon receipt of at least one Business Day's prior notice from the Companysuch instructions, the Agents will each forthwith suspend solicitation until such time as the Company has advised them that solicitation of purchases may be resumed. If the Agents receive the notice from the Company contemplated by Section 4(b) of the Agency Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Agency Agreement. If the Company decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise each Agent and will furnish each Agent with the proposed amendment or supplement in accordance with the terms of the Agency Agreement. The Company will promptly file such amendment or supplement; provide the Agents with copies of any such amendment or supplement; confirm to the Agents that such amendment or supplement has been filed with the Commission; and advise the Agents that solicitation may be resumed. Any such suspension shall not affect the Company's obligations under the Agency Agreement; and in In the event that at the time the Company suspends solicitation of purchases there shall be any offers already accepted by the Company orders outstanding for settlement, the Company will have the sole responsibility for fulfilling such obligations. The Company will in addition promptly advise the Agents Agents, the Trustee and the Bank if State Street whether such offers are not to orders may be settled and if whether copies of the Note Prospectus as in effect at the time of the suspension suspension, together with the appropriate Pricing Supplement, may not be delivered in connection with the settlement of such offersorders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Note Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement or the Note Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Distribution Agreement. Subject to the provisions of the Distribution Agreement, the Company may file with the Commission any supplement to the Note Prospectus relating to the Notes. The Company will provide the Agents, the Trustee and State Street with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b).

Suspension of Solicitation; Amendment or Supplement. As provided in the Agency Distribution Agreement, the Company Issuer may instruct the Agents to suspend the solicitation of purchases offers to purchase at any time andtime, and upon receipt of at least one Business Day's ’s prior notice from the CompanyIssuer, the Agents will each forthwith suspend solicitation until such time as the Company Issuer has advised them it that solicitation of purchases offers to purchase may be resumed. If the Agents receive the notice from the Company Issuer contemplated by Section 4(b3(c) or 4(c) of the Agency Distribution Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Agency Distribution Agreement. If the Company Issuer is required, pursuant to Section 4(c) of the Distribution Agreement, to prepare an amendment or supplement, it will promptly furnish the Agents with the proposed amendment or supplement; if the Issuer decides to amend or supplement the Registration Statement registration statement or the Prospectus relating to the Notes, it will promptly advise each Agent the Agents and will furnish each Agent with afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplement in accordance with the terms of the Agency Distribution Agreement. The Company Issuer will promptly file such amendment or supplement; provide supplement with the Agents with copies of any such amendment or supplement; Commission, confirm to the Agents that such amendment or supplement has been filed with the Commission; Commission and advise the Agents that solicitation may be resumed. Any such suspension shall not affect the Company's Issuer’s obligations under the Agency Distribution Agreement; and in the event that at the time the Company Issuer suspends solicitation of purchases offers to purchase there shall be any offers already accepted by the Company Issuer outstanding for settlement, the Company Issuer will have the sole responsibility for fulfilling such obligations. The Company Issuer will in addition promptly advise the Agents and the Bank Trustee if such offers are not to be settled and if copies of the Prospectus as in effect at the time of the suspension may not be delivered in connection with the settlement of such offers.

Suspension of Solicitation; Amendment or Supplement. As provided The Company reserves the right, in its sole discretion, to instruct the Agency AgreementAgents to suspend at any time, for any period of time or permanently, the Company may suspend solicitation of purchases at any time andoffers to purchase Book-Entry Notes. As soon as practicable, upon but in no event later than one Business Day after receipt of at least one Business Day's prior notice instructions from the Company, the Agents will each forthwith suspend solicitation of offers to purchase Book-Entry Notes from the Company until such time as the Company has advised them that such solicitation of purchases may be resumed. If the Agents receive the notice from the Company contemplated by Section 4(b) of the Agency Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Agency Agreement. 57 If the Company or the Guarantor decides to amend or supplement the Registration Statement or the Prospectus relating to the NotesNotes (except in the case of a Pricing Supplement to the Prospectus), it the Company or the Guarantor, as the case may be, will promptly advise each Agent the Agents and the Trustee and will furnish each Agent the Agents and the Trustee with the proposed amendment or supplement in accordance with the terms of the Agency Agreement. The Company or the Guarantor will promptly file such amendment mail or supplement; transmit to the Commission for filing therewith any supplement to the Prospectus relating to the Notes, provide the Agents with copies of any such amendment or supplement; , and confirm to the Agents that such amendment or supplement has been filed with the Commission; and advise the Agents that solicitation may be resumed. Any such suspension shall not affect the Company's obligations under the Agency Agreement; and in In the event that at the time the Company suspends solicitation of purchases offers to purchase Book-Entry Notes there shall be any outstanding offers already to purchase Book-Entry Notes that have been accepted by the Company outstanding but for settlementwhich settlement has not yet occurred, the Company will have the sole responsibility for fulfilling such obligations. The Company will in addition promptly advise the Agents and the Bank if Trustee whether such offers are not to sales may be settled and if whether copies of the Prospectus as in effect at supplemented to the time of the suspension may not be delivered in connection with the settlement of such offerssales. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such sales may not be settled or that copies of such Prospectus may not be so delivered.