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

Suspension of Solicitation; Amendment or Supplement. The Company may instruct the Agents to suspend solicitation of purchases at any time. Upon receipt of such instructions the Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised them that solicitation of offers to purchase may be resumed. If the Company decides to amend the Registration Statement (including incorporating any documents by reference therein) or supplement any of such documents (other than to change rates or other variable terms), it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the proposed amendment (including any document proposed to be incorporated by reference therein) or supplement. One copy of such filed document, along with a copy of the cover letter sent to the Commission, will be delivered or mailed to the Agents at the following respective addresses: Xxxxxxx Xxxxx & Co. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated World Financial Center, North Tower 000 Xxxxx Xxxxxx New York, New York 10281 Attention: MTN Product Management Xxxxxxx Xxxxx Xxxxxx Inc. 42nd Floor Seven World Trade Center New York, New York 10048 Attention: Medium-Term Note Department Xxxxxx Xxxxxxx & Co. Incorporated 1585 Broadway, 2nd Floor New York, New York 10036 Attention: Manager - Continuously Offered Products Chase Securities Inc. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Medium-Term Note Desk NationsBanc Xxxxxxxxxx Securities LLC 000 Xxxxx Xxxxx Xxxxxx Charlotte, N.C. 28255 Attention: Debt Financing Group/ Medium-Term Note Department Xxxxxxx, Xxxxx & Co. 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Medium Term Note Desk/Xxxxx Xxxxxx, Xxxxx Xxxxxxxxx Xxxxxx Brothers Inc. 12th Floor 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0900 Attention: Medium-Term Note Department In the event that at the time the solicitation of offers to purchase from the Company is suspended (other than to change interest rates or other variable terms) there shall be any orders outstanding which have not been settled, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. 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. Delivery of Prospectus: A copy of the most recent Prospectus, Prospectus Supplement and Pricing Supplement must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer or his agent and (b) the delivery of Notes to a customer or his agent. Authenticity of Signatures: The Agents will have no obligations or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note.

Suspension of Solicitation; Amendment or Supplement. The Company Operating Partnership may instruct the Agents to suspend solicitation of purchases offers to purchase Notes at any time. Upon receipt of such instructions instructions, the Agents will forthwith suspend solicitation of offers to purchase from the Company Operating Partnership until such time as the Company Operating Partnership has advised them the Agents that solicitation of offers to purchase may be resumed. If the Company decides Any notice of an amendment or supplement to amend the Registration Statement (including incorporating or the Prospectus required to be given by the Operating Partnership to the Agents pursuant to the Distribution Agreement shall be given as so required and any documents by reference therein) amendment or supplement any of such documents (other than to change rates or other variable terms), it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the proposed amendment (including any document proposed to be incorporated by reference therein) or supplement. One copy of such filed document, along with a copy of the cover letter sent to the Commission, will Registration Statement or the Prospectus required to be delivered or mailed to the Agents pursuant to the Distribution Agreement shall be delivered or mailed as so required in quantities which such parties may reasonably request at the following respective addresses: Xxxxxxx Xxxxx & Co. Xxxxxxx if to Merrxxx Lynch, PiercePierxx, Xxxxxx Xxnnxx & Xxxxx Incorporated Xmitx Xxxorporated, World Financial Center, North Tower 000 Xxxxx Xxxxxx Tower, 10th Floor, New York, New York 10281 10281-1310, Attention: MTN Product Management Xxxxxxx Xxxxx Management, (212) 000-0000, xxlecopier: (212) 449-2234; if to J.P. Xxxxxx Inc. 42nd Floor Seven World Trade Center New YorkXxxurities Inc., New York 10048 Attention: Medium-Term Note Department Xxxxxx Xxxxxxx & Co. Incorporated 1585 Broadway, 2nd Floor New York, New York 10036 Attention: Manager - Continuously Offered Products Chase Securities Inc. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Medium-Medium Term Note Desk NationsBanc Xxxxxxxxxx Securities LLC 000 Xxxxx Xxxxx Xxxxxx Charlotte- 3rd Floor, N.C. 28255 Attention: Debt Financing Group/ Medium-Term Note Department Xxxxxxx, Xxxxx & Co. 00 Xxxxx 60 Wxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Medium Term Note Desk/Xxxxx Xxxxxx, Xxxxx Xxxxxxxxx Xxxxxx Brothers Inc. 12th Floor 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000, (012) 000-0900 0000, xxlecopier: (212) 000-0000 xxx if to the Trustee, to: SunTrust Bank, Atlanta, 58 Exxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, Xxtention: Bryax Xxxxxx, telecopier: (404)000-0000. Xne copy of such amendment or supplement shall be sent to 56 Hogax & Xartxxx X.X.P., Columbia Square, 555 Xxxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, Attention: Medium-Term Note Department J. Wxxxxx Xxxxxxx, Jr. In the event that at the time the solicitation of offers to purchase from the Company Operating Partnership is suspended (other than to establish or change interest rates or formulas, maturities, prices or other similar variable termsterms with respect to the Notes) there shall be any orders outstanding offers to purchase Notes that have been accepted by the Operating Partnership which have not been settled, the Company Operating Partnership will promptly advise the Agents Offering Agent and the Trustee whether such orders offers may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such ordersoffers. The Company Operating Partnership will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company Operating Partnership determines that such orders offers may not be settled or that copies of such Prospectus may not be so delivered. Delivery of ProspectusProspectus and applicable Pricing Supplement: A copy of the most recent Prospectus and the applicable Pricing Supplement, which pursuant to Rule 434 may be delivered separately from the Prospectus, Prospectus Supplement and Pricing Supplement must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer an investor or his other purchaser or its agent and (b) the delivery of Notes to a customer an investor or his other purchaser or its agent. Authenticity of Signatures: The Agents will have no obligations or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note.

Suspension of Solicitation; Amendment or Supplement. The Company may instruct the Agents to suspend solicitation of purchases offers to purchase Notes at any time. Upon receipt of such instructions instructions, the Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised them the Agents that solicitation of offers to purchase may be resumed. If the Company decides to amend or supplement the Registration Statement (including incorporating any documents by reference therein) or supplement any of such documents the Prospectus (other than to establish or change interest rates or formulas, maturities, prices or other similar variable termsterms with respect to the Notes), it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the proposed amendment (including any document proposed to be incorporated by reference therein) or supplement. One copy Copies of such filed document, along with a copy of the cover letter sent to the Commission, amendment or supplement will be delivered or mailed to the Agents Agents, their counsel and the Trustee in quantities which such parties may reasonably request at the following respective addresses: Xxxxxxx if to Xxxxxxx, Xxxxx & Co., to: Xxxxxxx, Sachs & Co. 00 Xxxxx Xxxxxx, 00/xx/ Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Medium-Term Note Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Xxxxxx Brothers, to: Xxxxxx Brothers Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Medium Term Note Desk Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Xxxxxxx Xxxxx, to: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 4 World Financial Center, North Tower 000 Xxxxx Xxxxxx New York, New York 10281 Attention: MTN Product Management Xxxxxxx Xxxxx Xxxxxx Inc. 42nd Floor Seven World Trade Center New York, New York 10048 Attention: Medium-Term Note Department Xxxxxx Xxxxxxx & Co. Incorporated 1585 Broadway, 2nd Floor New York, New York 10036 Attention: Manager - Continuously Offered Products Chase Securities Inc. 000 Xxxx Xxxxxx, 0xx Xxxxx 00 Xxx Xxxx, Xxx Xxxx 00000 AttentionAttn: MediumXx. Xxxxx Xxxxxxxx Telephone: (000) 000-Term Note Desk NationsBanc Xxxxxxxxxx Securities LLC 000 Xxxxx Xxxxx 0000 Facsimile: (000) 000-0000 Xxxxxx Charlotte, N.C. 28255 Attention: Debt Financing Group/ Medium-Term Note Department Xxxxxxx, Xxxxx to: Xxxxxx Xxxxxxx & Co. 00 Xxxxx Xxxxxx, 00xx Xxxxx Incorporated 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 AttentionAttn: Medium Medium-Term Note Desk/Trading Desk Telephone: 212) 000-0000 Facsimile: 212) 761-8846 Xxxxxxx Xxxxx XxxxxxBarney, to: Xxxxxxx Xxxxx Xxxxxxxxx Xxxxxx Brothers Inc. 12th Floor 0 Xxxxx Medium-Term Note Department 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 0000000000 Telephone: (000) 000-0900 0000 Facsimile: (000) 000-0000 and if to the Trustee, to: JPMorgan Chase Bank 000 Xxxx 00/xx/ Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Institutional Trust Services Telephone: (000) 000-0000 Facsimile: (000) 000-0000 and to: Xxxxxxxx Xxxxxxx LLP 0000 Xxxx Xxxx Xxxxxx Xxxxxxxx, Xxxxxxxx 00000 Attention: MediumF. Xxxxxxxxx Xxxxxxxx, Xx., Esquire Telephone: (000) 000-Term Note Department 0000 Facsimile: (000) 000-0000 In the event that at the time the solicitation of offers to purchase from the Company is suspended (other than to establish or change interest rates or formulas, maturities, prices or other similar variable termsterms with respect to the Notes) there shall be any orders outstanding offers to purchase Notes that have been accepted by the Company which have not been settled, the Company will promptly advise the Agents Offering Agent and the Trustee whether such orders offers may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such ordersoffers. 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 offers may not be settled or that copies of such Prospectus may not be so delivered. Delivery of ProspectusProspectus and applicable Pricing Supplement: A copy of the most recent Prospectus and the applicable Pricing Supplement, which pursuant to Rule 434 may be delivered separately from the Prospectus, Prospectus Supplement and Pricing Supplement must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer an investor or his other purchaser or its agent and (b) the delivery of Notes to a customer an investor or his other purchaser or its agent. Authenticity of Signatures: The Agents will have no obligations obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note.

Suspension of Solicitation; Amendment or Supplement. The Company may instruct the Agents to suspend solicitation of purchases offers to purchase Notes at any time. Upon receipt of such instructions instructions, the Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised them the Agents that solicitation of offers to purchase may be resumed. If the Company decides to amend or supplement the Registration Statement (including incorporating any documents by reference therein) or supplement any of such documents the Prospectus (other than to establish or change interest rates or formulas, maturities, prices or other similar variable termsterms with respect to the Notes), it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the proposed amendment (including any document proposed to be incorporated by reference therein) or supplement. One copy Copies of such filed document, along with a copy of the cover letter sent to the Commission, amendment or supplement will be delivered or mailed to the Agents Agents, their counsel and the Trustee in quantities which such parties may reasonably request at the following respective addresses: Xxxxxxx Xxxxx Merxxxx Xxnxx & Co. Xxxxxxx LynchCo., Pierce, Xxxxxx & Xxxxx Incorporated 4 World Financial Center, North Tower 000 Xxxxx Xxxxxx 15th Floor, New York, New York 10281 10080, Attention: MTN Product Management Xxxxxxx Management, (212) 449-7476, telecopier: (210) 000-0000; xf to Banc of America Securities LLC, 100 Xxxxx Xxxxx Xxxxxx, Charlotte, North Carolina 28255, Attention: MTN Desk, telecopier: (700) 000-0000, xith a copy to Lilx Xxxxx, Xanc of America Securities LLC, 9 Wxxx 00xx 00 Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, telecopier: (210) 000-0000; xf to J.P. Xxxxxx Inc. 42nd Floor Seven World Trade Center New YorkXxcurities Inc., New York 10048 to J.P. Xxxxxx Securities Inc., 270 Xxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Medium-Term Note Department Xxxxxx Xxxxxxx & Co. Incorporated 1585 BroadwayDesk, 2nd Floor New Yorktelecopier: (210) 000-0000; xnd if to the Trustee, New York 10036 Attentionto: Manager - Continuously Offered Products Chase Securities Inc. 000 385 Xxxxx Xxxx Xxxx, Xxxx Xxxxxxxx, Xxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: MediumStaxxx Xxxxxxxxxx, (973) 247-Term Note Desk NationsBanc Xxxxxxxxxx Securities LLC 000 Xxxxx Xxxxx Xxxxxx Charlotte4364, N.C. 28255 Attentiontelecopier: Debt Financing Group/ Medium(970) 000-Term Note Department Xxxxxxx0000. For record keeping purposes, Xxxxx one copy of each such amendment or supplement shall also be mailed or telecopied to Milbank, Tweed, Hadxxx & Co. 00 Xxxxx XxxxxxMcCxxx XXP, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Medium Term Note Desk/Xxxxx Xxxxxx, One Xxxxx Xxxxxxxxx Xxxxxx Brothers Inc. 12th Floor 0 Xxxxx Xxxxxxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xttention: Arnxxx X. Xxxxxxx, III, Esq., (210) 000-0900 Attention0000, xelecopier: Medium(210) 000-Term Note Department 0000. In the event that at the time the solicitation of offers to purchase from the Company is suspended (other than to establish or change interest rates or formulas, maturities, prices or other similar variable termsterms with respect to the Notes) there shall be any orders outstanding offers to purchase Notes that have been accepted by the Company which have not been settled, the Company will promptly advise the Agents Offering Agent and the Trustee whether such orders offers may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such ordersoffers. 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 offers may not be settled or that copies of such Prospectus may not be so delivered. Delivery of ProspectusProspectus and applicable Pricing Supplement: A copy of the most recent Prospectus and the applicable Pricing Supplement, which pursuant to Rule 434 may be delivered separately from the Prospectus, Prospectus Supplement and Pricing Supplement must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer an investor or his other purchaser or its agent and (b) the delivery of Notes to a customer an investor or his other purchaser or its agent. Authenticity of Signatures: The Agents will have no obligations or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note.

Suspension of Solicitation; Amendment or Supplement. The Company may instruct the Agents to suspend solicitation of purchases offers to purchase Notes at any time. Upon receipt of such instructions instructions, the Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised them the Agents that solicitation of offers to purchase may be resumed. If the Company decides to amend or supplement the Registration Statement (including incorporating any documents by reference therein) or supplement any of such documents the Prospectus (other than to establish or change interest rates or formulas, maturities, prices or other similar variable termsterms with respect to the Notes), it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the proposed amendment (including any document proposed to be incorporated by reference therein) or supplement. One copy Copies of such filed document, along with a copy of the cover letter sent to the Commission, amendment or supplement will be delivered or mailed to the Agents Agents, their counsel and the Trustee in quantities which such parties may reasonably request at the following respective addresses: if to Xxxxxxx Xxxxx & Co. Xxxxxxx LynchBarney, Pierce, Xxxxxx & Xxxxx Incorporated World Financial Center, North Tower to: 000 Xxxxx Xxxxxx New York, New York 10281 Attention: MTN Product Management Xxxxxxx Xxxxx Xxxxxx Inc. 42nd Floor Seven World Trade Center New York, New York 10048 Attention: Medium-Term Note Department Xxxxxx Xxxxxxx & Co. Incorporated 1585 Broadway, 2nd Floor New York, New York 10036 Attention: Manager - Continuously Offered Products Chase Securities Inc. 000 Xxxx Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 AttentionXxxx, 00000. Attn: MediumXxxxxx Xxxxxx Tel: 000-Term Note Desk NationsBanc Xxxxxxxxxx 000-0000 Fax: 000-000-0000; and if to Banc of America Securities LLC LLC, to: Bank America Corporate Center NC 1-007-07-01 000 Xxxxx Xxxxx Xxxxxx Xxxxxx, 7th Floor Charlotte, N.C. 28255 AttentionNorth Carolina 28255-001 Attn: Debt Financing Group/ MediumXxxx X. XxXxxxxxx Tel: 000-Term Note Department Xxxxxxx000-0000 Fax: 000-000-0000; and if to the Trustee, Xxxxx & Co. 00 Xxxxx to: 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Medium Term Note Desk/Xxxxx XxxxxxCorporate Trustee, Xxxxx Xxxxxxxxx Department B Tel: 000-000-0000 Fax: 000-000-0000 For record keeping purposes, one copy of each such amendment or supplement shall also be mailed or telecopied to: Xxxxxx Brothers Inc. 12th Floor 0 Xxxxx Xxxxxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0900 0000. Attention: MediumXxxxxxx X. Xxxxxxxxxxx, Xx. Esq. Tel: 000-Term Note Department 000-0000 Fax: 000-000-0000 In the event that at the time the solicitation of offers to purchase from the Company is suspended (other than to establish or change interest rates or formulas, maturities, prices or other similar variable termsterms with respect to the Notes) there shall be any orders outstanding offers to purchase Notes that have been accepted by the Company which have not been settled, the Company will promptly advise the Agents Offering Agent and the Trustee whether such orders offers may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such ordersoffers. 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 offers may not be settled or that copies of such Prospectus may not be so delivered. The Company will transmit to the Commission and other applicable state regulatory authorities for filing therewith any amendment or supplement to the Prospectus relating to the Notes and confirm to the Agents that such amendment or supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). Delivery of ProspectusProspectus and applicable Pricing Supplement: A copy of the most recent Prospectus and the applicable pricing supplement, which pursuant to Rule 434 may be delivered separately from the Prospectus, Prospectus Supplement and Pricing Supplement must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer an investor or his other purchaser or its agent and (b) the delivery of Notes to an investor or other purchaser or its agent. If notice of a change in the terms of the Notes is received by an Agent between the time an order for a Note is placed and the time written confirmation thereof is sent by such Agent to a customer or his agent, such confirmation shall be accompanied by a Prospectus, Prospectus Supplement and Pricing Supplement setting forth the terms in effect when the order was placed. Authenticity Subject to "Suspension of Signatures: The Agents Solicitation; Amendment or Supplement" above, each Agent will have no obligations or liability deliver a Prospectus, Prospectus Supplement and Pricing Supplement as herein described with respect to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Noteeach Note sold by it.

Suspension of Solicitation; Amendment or Supplement. The Company may instruct the Agents to suspend solicitation of purchases offers to purchase Notes at any time. Upon receipt of such instructions instructions, the Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised them the Agents that solicitation of offers to purchase may be resumed. If the Company decides to amend or supplement the Registration Statement (including incorporating any documents by reference therein) or supplement any of such documents the Prospectus (other than to establish or change interest rates or formulas, maturities, prices or other similar variable termsterms with respect to the Notes), it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the proposed amendment (including any document proposed to be incorporated by reference therein) or supplement. One copy Copies of such filed document, along with a copy of the cover letter sent to the Commission, amendment or supplement will be delivered or mailed to the Agents Agents, their counsel and the Trustee in quantities which such parties may reasonably request at the following respective addresses: Xxxxxxx, Xxxxx & Co., 00 Xxxxx Xx., Xxx Xxxx, XX 00000, Attention: Money Market Origination/ Xxx Xxxxxxxxxxx, telephone: (000) 000-0000, telecopier: (000) 000-0000; Xxxxxxx Xxxxx & Co. Xxxxxxx LynchCo., Pierce, Xxxxxx & Xxxxx Incorporated World Financial Center, North Tower 000 Xxxxx Xxxxxx Tower, 15th Floor, New York, New York 10281 10281-1315, Attention: MTN Product Management Management, telephone: (000) 000-0000, telecopier: (212) 449-2234; Xxxxxx Xxxxxxx Xxxxx Xxxxxx Inc. 42nd Floor Seven World Trade Center New York& Co. Incorporated, New York 10048 0000 Xxxxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Medium-Term Note Department Trading Desk, Xxxxxx Xxxxxxx, telephone: (000) 000-0000 telecopier: (000) 000-0000; Xxxxxxx & Co. Incorporated 1585 BroadwayXxxxx Xxxxxx Inc., 2nd Floor New YorkBrooklyn Army Terminal, New York 10036 Attention: Manager - Continuously Offered Products Chase Securities Inc. 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx Xxx XxxxXxxxx, Xxx Xxxx 00000 Xxxxxxxx, XX, 00000, Attention: Medium-Term Note Desk NationsBanc Xxxxxxxxxx Securities LLC 000 Xxxxx Xxxxx Xxxxxx Charlotte, N.C. 28255 Attention: Debt Financing Group/ Medium-Term Note Department Xxxxxxx, Xxxxx & Co. 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxtelephone: (000) 000-0000, Xxx Xxxx 00000 Attentiontelecopier: Medium Term Note Desk/Xxxxx Xxxxxx(718) 765-6734; and if to any other Agent or to the Trustee, Xxxxx Xxxxxxxxx Xxxxxx Brothers Inc. 12th Floor 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0900 Attention: Medium-Term Note Department to such address or telecopier number as shall be furnished by such Agent or the Trustee to the Company. In the event that at the time the solicitation of offers to purchase from the Company is suspended (other than to establish or change interest rates or formulas, maturities, prices or other similar variable termsterms with respect to the Notes) there shall be any orders outstanding offers to purchase Notes that have been accepted by the Company which have not been settled, the Company will promptly advise the Agents Offering Agent and the Trustee whether such orders offers may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such ordersoffers. 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 offers may not be settled or that copies of such Prospectus may not be so delivered. Delivery of ProspectusProspectus and applicable Pricing Supplement: A copy of the most recent Prospectus and the applicable Pricing Supplement, which pursuant to Rule 434 may be delivered separately from the Prospectus, Prospectus Supplement and Pricing Supplement must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer an investor or his other purchaser or its agent and (b) the delivery of Notes to a customer an investor or his other purchaser or its agent. Authenticity of Signatures: The Agents will have no obligations or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note.

Suspension of Solicitation; Amendment or Supplement. The Company Operating Partnership may instruct the Agents to suspend solicitation of purchases offers to purchase Notes at any time. Upon receipt of such instructions instructions, the Agents will forthwith suspend solicitation of offers to purchase from the Company Operating Partnership until such time as the Company Operating Partnership has advised them the Agents that solicitation of offers to purchase may be resumed. If the Company Operating Partnership decides to amend or supplement the Registration Statement (including incorporating any documents by reference therein) or supplement any of such documents the Prospectus (other than to establish or change interest rates or formulas, maturities, prices or other similar variable termsterms with respect to the Notes), it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the proposed amendment (including any document proposed to be incorporated by reference therein) or supplement. One copy Copies of such filed document, along with a copy of the cover letter sent to the Commission, amendment or supplement will be delivered or mailed to the Agents Agents, their counsel and the Trustee in quantities which such parties may reasonably request at the following respective addresses: if to Xxxxxxx Xxxxx & Co., to: Xxxxxxx Xxxxx & Co. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 4 World Financial Center, North Tower 000 Xxxxx Xxxxxx New York, New York 10281 Attention: MTN Product Management Xxxxxxx Xxxxx Xxxxxx Inc. 42nd Floor Seven World Trade Center New York, New York 10048 Attention: Medium-Term Note Department Xxxxxx Xxxxxxx & Co. Incorporated 1585 Broadway, 2nd Floor New York, New York 10036 Attention: Manager - Continuously Offered Products Chase Securities Inc. 000 Xxxx Xxxxxx, 0xx Xxxxx 00 Xxx Xxxx, Xxx Xxxx 00000 Attention: Global Transaction Management Group (000) 000-0000 Telecopier: (000) 000-0000 if to Banc One Capital Markets, Inc., to: Banc One Capital Markets, Inc. Xxx Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Operations Manager, Medium-Term Note Desk NationsBanc Xxxxxxxxxx Securities Notes/Xxxxx Xxxxx (000) 000-0000 Telecopier: (000) 000-0000 if to Credit Suisse First Boston LLC, to: Credit Suisse First Boston LLC 000 Xxxxx Xxxxx Xxxxxxx Xxxxxx Charlotte, N.C. 28255 Attention: Debt Financing Group/ Medium-Term Note Department Xxxxxxx, Xxxxx & Co. 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Medium Term Note Desk/Xxxxx XxxxxxXxxxxx Xxxxxxx (000) 000-0000 Telecopier: (000) 000-0000 if to Deutsche Bank Securities Inc., Xxxxx Xxxxxxxxx Xxxxxx Brothers to: Deutsche Bank Securities Inc. 12th Floor 0 Xxxxx Xxxxxxxxx 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0900 00000 Attention: MediumXxxx Xxxx (000) 000-Term Note Department In the event that at the time the solicitation of offers 0000 Telecopier: (000) 000-0000 if to purchase from the Company is suspended (other than to change interest rates or other variable terms) there shall be any orders outstanding which have not been settled, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. 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. Delivery of Prospectus: A copy of the most recent Prospectus, Prospectus Supplement and Pricing Supplement must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer or his agent and (b) the delivery of Notes to a customer or his agent. Authenticity of Signatures: The Agents will have no obligations or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note.X.X. Xxxxxx Securities Inc. to:

Suspension of Solicitation; Amendment or Supplement. The Company Operating Partnership may instruct the Agents to suspend solicitation of purchases offers to purchase Notes at any time. Upon receipt of such instructions instructions, the Agents will forthwith suspend solicitation of offers to purchase from the Company Operating Partnership until such time as the Company Operating Partnership has advised them the Agents that solicitation of offers to purchase may be resumed. If the Company decides Any notice of an amendment or supplement to amend the Registration Statement (including incorporating or the Prospectus required to be given by the Operating Partnership to the Agents pursuant to the Distribution Agreement shall be given as so required and any documents by reference therein) amendment or supplement any of such documents (other than to change rates or other variable terms), it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the proposed amendment (including any document proposed to be incorporated by reference therein) or supplement. One copy of such filed document, along with a copy of the cover letter sent to the Commission, will Registration Statement or the Prospectus required to be delivered or mailed to the Agents pursuant to the Distribution Agreement shall be delivered or mailed as so required in quantities which such parties may reasonably request at the following respective addresses: Xxxxxxx Xxxxx & Co. Xxxxxxx if to Merrxxx Lynch, PiercePierxx, Xxxxxx Xxnnxx & Xxxxx Incorporated Xmitx Incorporated, World Financial Center, North Tower 000 Xxxxx Xxxxxx Tower, 10th Floor, New York, New York 10281 10281-1310, Attention: MTN Product Management Xxxxxxx Xxxxx Management, (212) 000-0000, xxlecopier: (212) 000-0000; xx to J.P. Xxxxxx Inc. 42nd Floor Seven World Trade Center New YorkSecurities Inc., New York 10048 Attention: Medium-Term Note Department Xxxxxx Xxxxxxx & Co. Incorporated 1585 Broadway, 2nd Floor New York, New York 10036 Attention: Manager - Continuously Offered Products Chase Securities Inc. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Medium-Medium Term Note Desk NationsBanc Xxxxxxxxxx Securities LLC 000 Xxxxx Xxxxx Xxxxxx Charlotte- 3rd Floor, N.C. 28255 Attention: Debt Financing Group/ Medium-Term Note Department Xxxxxxx, Xxxxx & Co. 00 Xxxxx 60 Wxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Medium Term Note Desk/Xxxxx Xxxxxx, Xxxxx Xxxxxxxxx Xxxxxx Brothers Inc. 12th Floor 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000, (012) 000-0900 0000, telecopier (212) 000-0000 xxx if to the Trustee, to: SunTrust Bank, Atlanta, 58 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, Xxtention: Bryax Xxxxxx, telecopier: (404) 000-0000. Xxe copy of such amendment or supplement shall be sent to Hogax & Xartxxx X.X.P., Columbia Square, 555 Xxxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, Attention: Medium-Term Note Department J. Wxxxxx Xxxxxxx, Jr. In the event that at the time the solicitation of offers to purchase from the Company Operating Partnership is suspended (other than to establish or change interest rates or formulas, maturities, prices or other similar variable termsterms with respect to the Notes) there shall be any orders outstanding offers to purchase Notes that have been accepted by the Operating Partnership which have not been settled, the Company Operating Partnership will promptly advise the Agents Offering Agent and the Trustee whether such orders offers may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such ordersoffers. The Company Operating Partnership will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company Operating Partnership determines that such orders offers may not be settled or that copies of such Prospectus may not be so delivered. Delivery of ProspectusProspectus and applicable Pricing Supplement: A copy of the most recent Prospectus and the applicable Pricing Supplement, which pursuant to Rule 434 may be delivered separately from 51 the Prospectus, Prospectus Supplement and Pricing Supplement must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer an investor or his other purchaser or its agent and (b) the delivery of Notes to a customer an investor or his other purchaser or its agent. Authenticity of Signatures: The Agents will have no obligations or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note.

Suspension of Solicitation; Amendment or Supplement. The Company may instruct the Agents to suspend solicitation of purchases offers to purchase Notes at any time. Upon receipt of such instructions instructions, the Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised them the Agents that solicitation of offers to purchase may be resumed. If the Company decides to amend or supplement the Registration Statement (including incorporating any documents by reference therein) or supplement any of such documents the Prospectus (other than to establish or change interest rates or formulas, maturities, prices or other similar variable termsterms with respect to the Notes), it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the proposed amendment (including any document proposed to be incorporated by reference therein) or supplement. One copy Copies of such filed document, along with a copy of the cover letter sent to the Commission, amendment or supplement will be delivered or mailed to the Agents Agents, their counsel and the Trustee in quantities which such parties may reasonably request at the following respective addresses: Xxxxxxx Xxxxx Merrxxx Xxxcx & Co. Xxxxxxx LynchXo., Pierce, Xxxxxx & Xxxxx Incorporated World Financial Center, North Tower 000 Xxxxx Xxxxxx Tower, 10th Floor, New York, New York 10281 10281-1310, Attention: MTN Product Management Xxxxxxx Xxxxx Xxxxxx Inc. 42nd Floor Seven World Trade Center New YorkManagement, New York 10048 (212) 000-0000, xxlecopier: (212) 000-0000; First Chicago Capital Exhibit C, Page 10 45 Markets, Inc., Address, Attention: MediumCorporate Securities Structuring, (312) 000-Term Note Department Xxxxxx Xxxxxxx & Co. Incorporated 1585 Broadway0000, 2nd Floor New Yorkxxlecopier: (312) 000-0000; NationsBanc Montxxxxxx Xxxurities LLC, New York 10036 Attention: Manager - Continuously Offered Products Chase Securities Inc. 000 Xxxx Xxxxxx, 0xx 100 Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Medium-Term Note Desk NationsBanc Xxxxxxxxxx Securities LLC 000 Xxxxx Xxxxx Xxxxxx Charlotte, N.C. 28255 Attention: Debt Financing Group/ Medium-Term Note Department Xxxxxxx, Xxxxx & Co. 00 Xxxxx Xxxxxx, 00xx NC 1007-07-01, Charlotte, North Carolina, 28255, Attention: Lynn X. XxXxxxxxx, (004) 000-0000, xxlecopier: (704) 000-0000; xxd if to the Trustee, to: The First National Bank of Chicago, Attention: Amy Xxxxxx, (012) 407-8857, telecopier: (312) 000-0000. Xor record keeping purposes, one copy of each such amendment or supplement shall also be mailed or telecopied to Mayex, Xxown & Platx, 000 Xxxxx Xxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, Attention: Edwaxx X. Xxxx, Xxx Xxxx 00000 AttentionXxq., (312) 000-0000, telecopier: Medium Term Note Desk/Xxxxx Xxxxxx, Xxxxx Xxxxxxxxx Xxxxxx Brothers Inc. 12th Floor 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000(312) 000-0900 Attention: Medium-Term Note Department 0000. In the event that at the time the solicitation of offers to purchase from the Company is suspended (other than to establish or change interest rates or formulas, maturities, prices or other similar variable termsterms with respect to the Notes) there shall be any orders outstanding offers to purchase Notes that have been accepted by the Company which have not been settled, the Company will promptly advise the Agents Offering Agent and the Trustee whether such orders offers may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such ordersoffers. 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 offers may not be settled or that copies of such Prospectus may not be so delivered. Delivery of ProspectusProspectus and applicable Pricing Supplement: A copy of the most recent Prospectus and the applicable Pricing Supplement, which pursuant to Rule 434 may be delivered separately from the Prospectus, Prospectus Supplement and Pricing Supplement must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer an investor or his other purchaser or its agent and (b) the delivery of Notes to a customer an investor or his other purchaser or its agent. Authenticity of Signatures: The Agents will have no obligations obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note.

Suspension of Solicitation; Amendment or Supplement. The Company may instruct the Agents to suspend solicitation of purchases offers to purchase Notes at any time. Upon receipt of such instructions instructions, the Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised them that solicitation of offers to purchase may be resumed. If the Company decides to amend or supplement the Registration Statement (including incorporating any documents by reference therein) or supplement any of such documents the Prospectus (other than to establish or change rates interest rates, maturities, prices or other similar variable termsterms with respect to the Notes), it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the proposed amendment (including any document proposed to be incorporated by reference therein) or supplement. One copy of such filed document, along with a copy of the cover letter sent to the Commission, will be delivered or mailed to the Agents Agents, their counsel and the Trustee at the following respective addresses: Xxxxxxx Xxxxx to Merrxxx Lyncx & Co. Xxxxxxx LynchXo. at MTN Product Management, PierceMerrxxx Xxxcx & Xo., Xxxxxx & Xxxxx Incorporated Merrxxx Xxxcx Xxxld Headquarters, North Tower, World Financial Center, North Tower 000 Xxxxx Xxxxxx 10th Floor, New York, New York 10281 Attention10281- 1310, telephone: MTN Product Management Xxxxxxx Xxxxx (212) 000-0000, xxlecopier: (212) 449- 2234; to Smitx Xxxxxx Inc. 42nd Floor Seven World Trade Center New YorkXxx., New York 10048 Attention: Medium-Term Note Department at 390 Xxxxxxxxx Xxxxxx Xxxxxxx & Co. Incorporated 1585 Broadway-- 0xx Xxxxx, 2nd Floor New York, New York 10036 Attention: Manager - Continuously Offered Products Chase Securities Inc. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention00000, Xxtention: MediumMTN Product Management/Origination -- Mark X. Xxxxx, xxlephone: (212) 723-Term Note Desk NationsBanc Xxxxxxxxxx Securities LLC 000 Xxxxx Xxxxx Xxxxxx Charlotte5123, N.C. 28255 Attentiontelecopier: Debt Financing Group/ Medium(212) 000-Term Note Department Xxxxxxx0000; xx Donaxxxxx, Xxxxx Xxfkxx & Co. 00 Xxxxx XxxxxxJenrxxxx Xxxurities Corporation at 140 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Medium Term Note Desk/Xxxxx Xxxxxx, Xxxxx Xxxxxxxxx Xxxxxx Brothers Inc. 12th Floor 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0900 Attention0000, Xxtention: Syndicate Department, telephone: (212) 000-0000, xxlecopier: (212) 000-0000; xx First Chicago Capital Markets, Inc., at Operations Manager, Medium-Term Note Department Notes, First Chicago Capital Markets, Inc., One Xxxxx Xxxxxxxx Xxxxx, Xxxx Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Xxtention: Cherxx XxXxxxxx, xxlephone: (312) 732- 9633; and the Trustee at NBD Bank, 611 Xxxxxxxx Xxxxxx, Detroit, Michigan 48226, Attention: Josexx Xxxxxxxxxx, telephone: (313) 000-0000, xxlecopier: (313) 000-0000. Xor record keeping purposes, one copy of each such document, as so filed, shall also be mailed or telecopied to the Agents' counsel at LeBoeuf, Lamb, Greexx & XacRxx, X.L.P., 125 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, Xxtention: Willxxx X. Xxxx, Xxq., telephone: (212) 000-0000, telecopier: (212) 000-0000. In the event that at the time the solicitation of offers to purchase from the Company is suspended (other than to establish or change interest rates rates, maturities, prices or other similar variable termsterms with respect to the Notes) there shall be any orders outstanding offers to purchase Notes that have been accepted by the Company which have not been settled, the Company will promptly advise the Agents and the Trustee whether such orders offers may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such ordersoffers. 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 offers may not be settled or that copies of such Prospectus may not be so delivered. Delivery of ProspectusProspectus and applicable Pricing Supplement: A copy of the most recent Prospectus, Prospectus Supplement and applicable Pricing Supplement must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer an investor or his other purchaser or its agent and (b) the delivery of Notes to a customer an investor or his other purchaser or its agent. Authenticity of Signatures: The Agents will have no obligations or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note.

Suspension of Solicitation; Amendment or Supplement. The Subject to its representations, warranties and covenants contained in the Distribution Agreement, the Company may instruct the Agents to suspend solicitation of purchases to purchase Notes at any time. Upon receipt of such instructions instructions, the Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised them that solicitation of offers to purchase may be resumed. If the Company decides to amend or supplement the Registration Statement (including incorporating any documents by reference therein) therein or the Prospectus or any supplement any of such documents (relating to the Notes other than to change rates or other variable termsterms with respect to the offering of the Notes), it will promptly advise the Agents Agents, Trustee and Agents' counsel and will furnish the Agents and their counsel with copies of the proposed amendment or supplement (including any document proposed to be incorporated by reference therein) or supplement). One copy of such filed document, along with a copy of the cover letter sent to the Commission, will be delivered or mailed to the Agents at the following respective addresses: Xxxxxxx Xxxxxxx, Xxxxx & Co. Xxxxxxx LynchCo., PierceXxxxxxx, Xxxxxx Sachs & Co., 00 Xxxxx Incorporated World Financial CenterXxxxxx, North Tower 00xx Xxxxx, Xxx Xxxx, XX, 00000, Attention: Xxx Xxxxxxxxxxx; Banc of America Securities LLC, Banc of America Securities, NC1-007-07-01, 000 Xxxxx Xxxxxx New YorkXxxxx Xxxxxx, New York 10281 Attention: MTN Product Management Xxxxxxx Xxxxx Xxxxxx Inc. 42nd Floor Seven World Trade Center New York7th Floor, New York 10048 Charlotte, NC 28255, Attention: Medium-Term Note Department Product Management; MTN Product Management, Xxxxxxx Xxxxx Money Markets North Tower, World Financial Center, 00xx Xxxxx, Xxx Xxxx, XX 00000-0000; Xxxxxx Xxxxxxx & Co. Incorporated 1585 BroadwayXx., 2nd Floor New YorkXxxxxxxx, New York 10036 Attention: Manager - Continuously Offered Products Chase Securities Inc. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000, Attention: Manager-Continuously Offered Products; or Xxxxxxx Xxxxx Barney Inc., 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx 00000 Xxxx, XX, Attention: Medium-Term Note Desk NationsBanc Xxxxxxxxxx Securities LLC 000 Xxxxx Xxxxx Xxxxxx CharlotteDepartment. For record keeping purposes, N.C. 28255 Attention: Debt Financing Group/ Medium-Term Note Department Xxxxxxx, one copy of each such amendment or supplement shall also be mailed or telecopied to Xxxxx & Co. 00 Xxxx LLP, Xxx Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Medium Term Note Desk/Xxxxx Xxxxxx, Xxxxx Xxxxxxxxx Xxxxxx Brothers Inc. 12th Floor 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0900 , Attention: MediumXxxxxx X. Xxxxxxxx, Esq., (000) 000-Term Note Department 0000, telecopier: (000) 000-0000. In the event that at the time the solicitation of offers to purchase from the Company is suspended (other than to change interest rates or other variable terms) there shall be any orders outstanding offers to purchase Notes that have been accepted by the Company which have not been settled, the Company will promptly advise the Agents and the Trustee whether such orders offers may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such ordersoffers. 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 offers may not be settled or that copies of such the Prospectus may not be so delivered. Delivery of Prospectus: A copy of the most recent Prospectus, Prospectus Supplement and Pricing Supplement must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer or his agent and (b) the delivery of Notes to a customer or his agent. Authenticity of Signatures: The Agents will have no obligations or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note.

Suspension of Solicitation; Amendment or Supplement. The Company may instruct the Agents to suspend solicitation of purchases offers to purchase Notes at any time. Upon receipt of such instructions instructions, the Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised them the Agents that solicitation of offers to purchase may be resumed. If the Company or the Guarantor decides to amend or supplement the Registration Statement (including incorporating any documents by reference therein) or supplement any of such documents the Prospectus (other than to establish or change interest rates or formulas, maturities, prices or other similar variable termsterms with respect to the Notes), it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the proposed amendment (including any document proposed to be incorporated by reference therein) or supplement. One copy Copies of such filed document, along with a copy of the cover letter sent to the Commission, amendment or supplement will be delivered or mailed to the Agents Agents, their counsel and the Trustee in quantities which such parties may reasonably request at the following respective addresses: Xxxxxxx Xxxxx & Co. Xxxxxxx Lynch[name/address], Pierce, Xxxxxx & Xxxxx Incorporated World Financial Center, North Tower 000 Xxxxx Xxxxxx New York, New York 10281 Attention: MTN Product Management Xxxxxxx Xxxxx Xxxxxx Inc. 42nd Floor Seven World Trade Center New York[name/phone], New York 10048 telecopier [fax]; [name/address], Attention: Medium-Term Note Department Xxxxxx Xxxxxxx & Co. Incorporated 1585 Broadway[name/phone], 2nd Floor New Yorktelecopier [fax]; [name/address], New York 10036 [name/address], Attention: Manager - Continuously Offered Products Chase Securities Inc. [name], telecopier [fax]; [name/address], Attention: [name/phone], telecopier [fax]; [name/address], [name/address], Attention: [name], telecopier [fax]; and [name/address], Attention: [name/phone], telecopier [fax]; [name/address], [name/address], Attention: [name], telecopier [fax]; and if to the Trustee (or Chase), to: 000 Xxxx X. 00xx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 00000, Attention: MediumCapital Markets Fiduciary Services, (000) 000-Term Note Desk NationsBanc Xxxxxxxxxx Securities LLC 000 Xxxxx Xxxxx 0000, telecopier: (000) 000-0000. For record keeping purposes, one copy of each such amendment or supplement shall also be mailed or telecopied to each of Xxxxxx CharlotteXxxx & Priest LLP, N.C. 28255 Attention: Debt Financing Group/ Medium-Term Note Department Xxxxxxx, Xxxxx & Co. 00 Xxxxx Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Medium Term Note Desk/Xxxxx Xxxxxx, Xxxxx Xxxxxxxxx Xxxxxx Brothers Inc. 12th Floor 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0900 0000, Attention: MediumXxxxxxxxx X. Xxxx, Esq., (212) 603-Term Note Department 2000, telecopier: (000) 000-0000 and Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx X. Xxxxxx, Esq., (212) 558-3812, telecopier: (000) 000-0000. In the event that at the time the solicitation of offers to purchase from the Company is suspended (other than to establish or change interest rates or formulas, maturities, prices or other similar variable termsterms with respect to the Notes) there shall be any orders outstanding offers to purchase Notes that have been accepted by the Company which have not been settled, the Company will promptly advise the Agents Offering Agent and the Trustee whether such orders offers may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such ordersoffers. 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 offers may not be settled or that copies of such Prospectus may not be so delivered. Delivery of ProspectusProspectus and applicable Pricing Supplement: A copy of the most recent Prospectus and the applicable Pricing Supplement, which pursuant to Rule 434 may be delivered separately from the Prospectus, Prospectus Supplement and Pricing Supplement must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer an investor or his other purchaser or its agent and (b) the delivery of Notes to a customer an investor or his other purchaser or its agent. Authenticity of Signatures: The Agents will have no obligations or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note.

Suspension of Solicitation; Amendment or Supplement. The Company may instruct the Agents to suspend solicitation of purchases at any time. Upon receipt of such instructions the Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised them that solicitation of offers to purchase may be resumed. If the Company decides to amend the Registration Statement (including incorporating any documents by reference therein) or supplement any of such documents (other than to change rates or other variable terms), it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the proposed amendment (including any document proposed to be incorporated by reference therein) or supplement. One copy of such filed document, along with a copy of the cover letter sent to the Commission, will be delivered or mailed to the Agents at the following respective addresses: Xxxxxxx Xxxxx & Co. Xxxxxxx LynchBanc of America Securities LLC 100 North Tryon Street, Pierce7th Floor Xxxxxxxxx, Xxxxxx & Xxxxx Incorporated World Financial Center, North Tower 000 Xxxxx Xxxxxx New York, New York 10281 Attention: MTN Product Management Xxxxxxx Xxxxx Xxxxxx Inc. 42nd Floor Seven World Trade Center New York, New York 10048 N.C. 28255 Attention: Medium-Term Note Department Xxxxxx Xxxxxxx & Co. Incorporated 1585 BroadwayDeutsche Bank Securities Inc. 31 West 52nd Street New Yxxx, 2nd Floor New York, New York 10036 AttentionXxx Xxxx 00000 Xxxx: Manager - Continuously Offered Products Chase Xxxxxx-Xxxx Xxxx Xesk J.P. Morgan Securities Inc. 000 Xxxx XxxxxxAvenue, 0xx Xxxxx 9th Floor Xxx Xxxx, Xxx Xxxx 00000 AttentionXxxxxxxxx: Medium-Xxxxxxxxxxx Execution Group Lehman Brothers Inc. 745 Xxxxxxh Avenue New Yoxx, Xxx Xxxx 00000 Xxxxxxxxx: Xxxxx Xxxxxx Syndicate/Medium Term Note Desk NationsBanc Xxxxxxxxxx Securities LLC 000 Xxxxx Xxxxx Xxxxxx CharlotteMerrill Lynch, N.C. 28255 AttentionPierce, Fenner & Smith Incorporxxxx 4 Worlx Xxxancial Center, Floor 15 New York, Xxx Xxxx 00000 Xxxxxxxxx: Debt Financing Group/ Medium-Term Note Department Xxxxxxx, Xxxxx XXX Xxxxxxx Management Morgan Stanley & Co. 00 Xxxxx XxxxxxIncorporated 0000 Broadway, 00xx Xxxxx 2nd Floor Xxx Xxxx, Xxx Xxxx 00000 AttentionXxxxxxxxx: Medium Term Note Desk/Xxxxx Xxxxxx, Xxxxx Xxxxxxxxx Xxxxxx Brothers Xxxxxxx - Xxntinuously Offered Products Salomon Smith Barney Inc. 12th Floor 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx 000 Xxxxxxxxh Street New Xxxx, Xxx Xxxx 0000000000 Xxxxxxxxx: Xxxxxx-0900 Attention: Medium-Term Note Xxxx Xote Department In the event that at the time the solicitation of offers to purchase from the Company is suspended (other than to change interest rates or other variable terms) there shall be any orders outstanding which have not been settled, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. 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. Delivery of Prospectus: A copy of the most recent Prospectus, Prospectus Supplement and Pricing Supplement must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer or his agent and or (b) the delivery of Notes to a customer or his agent. Authenticity of Signatures: The Agents will have no obligations or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note.

Suspension of Solicitation; Amendment or Supplement. The Company may instruct the Agents Agents, as agents, to suspend solicitation of purchases offers to purchase Notes at any time. Upon receipt of such instructions instructions, the Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised them the Agents that solicitation of offers to purchase may be resumed. If the Company decides to amend or supplement the Disclosure Package, the Registration Statement (including incorporating any documents by reference therein) or supplement any of such documents (other than to change rates or other variable terms)the Prospectus, it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the proposed amendment (including any document proposed to be incorporated by reference therein) or supplement. One copy Copies of such filed document, along with a copy of the cover letter sent to the Commission, amendment or supplement will be delivered or mailed to the Agents Agents, their counsel and the Trustee in quantities which such parties may reasonably request at the following respective addresses: Xxxxxxx Xxxxx & Co. Xxxxxxx Lynch, Pierce, X.X. Xxxxxx & Xxxxx Incorporated World Financial Center, North Tower 000 Xxxxx Xxxxxx New York, New York 10281 Attention: MTN Product Management Xxxxxxx Xxxxx Xxxxxx Inc. 42nd Floor Seven World Trade Center New York, New York 10048 Attention: Medium-Term Note Department Xxxxxx Xxxxxxx & Co. Incorporated 1585 Broadway, 2nd Floor New York, New York 10036 Attention: Manager - Continuously Offered Products Chase Securities Inc. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Attention: Transaction Execution Group; Banc of America Securities LLC 00 Xxxx 00xx Xxxxxx XX0-000-0X-00 Xxx Xxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Attention: High Grade Capital Markets; Bear, Xxxxxxx & Co. Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Attention: High Grade Capital Markets; Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Attention: Medium-Term Note Desk NationsBanc Xxxxxxxxxx Notes; Deutsche Bank Securities LLC 000 Xxxxx Xxxxx Xxxxxx Charlotte, N.C. 28255 Attention: Debt Financing Group/ Medium-Term Note Department Xxxxxxx, Xxxxx & Co. Inc. 00 Xxxxx Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Attention: Medium Term Note Desk/Debt Capital Markets – Corporates Group; Xxxxxxx, Sachs & Co. 00 Xxxxx Xxxxxx, Xxxxx Xxxxxxxxx Xxxxxx Brothers Inc. 12th Floor 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 0000000000 Telephone: (000) 000-0900 0000 Telecopier: (000) 000-0000 Attention: MediumRegistration Department; Xxxxxx Brothers Inc. 000 Xxxxxxx Xxx. Xxx Xxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Attention: Fixed Income Syndicate/Medium Term Note Department Desk; Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 4 World Financial Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Attention: Transaction Management Group; Xxxxxx Xxxxxxx & Co. Incorporated 0000 Xxxxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Attention: Global Capital Markets; UBS Securities LLC 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Attention: Fixed Income Syndicate; Wachovia Capital Markets, LLC 000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Attention: Debt Capital Markets; and JPMorgan Chase Bank, N.A. 4 New York Plaza, 15th Floor New York, New York 10004 Telephone: (000) 000-0000 Telecopier: (000) 000-0000. In the event that at the time the solicitation of offers to purchase from the Company is suspended (other than to change interest rates or other variable terms) suspended, there shall be any orders outstanding offers to purchase Notes that have been accepted by the Company which have not been settled, the Company will promptly advise the Agents and the Trustee whether such orders offers may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension (or the notice referred to in Rule 173(a) under the Act, if applicable) may be delivered in connection with the settlement of such ordersoffers. 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 offers may not be settled or that copies of such Prospectus (or the notice referred to in Rule 173(a) under the Act) may not be so delivered. Delivery of ProspectusProspectus and applicable Pricing Supplement: A Unless the exemption set forth in Rule 172(a) of the Act is available, a copy of the most recent Prospectus, Prospectus Supplement and applicable Pricing Supplement must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer an investor or his other purchaser or its agent and (b) the delivery of Notes to a customer an investor or his other purchaser or its agent. Authenticity of Signatures: The Agents will have no obligations obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note.

Suspension of Solicitation; Amendment or Supplement. The Company may instruct the Agents to suspend solicitation of purchases offers to purchase Notes at any time. Upon receipt of such instructions instructions, the Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised them that solicitation of offers to purchase may be resumed. If the Company decides to amend or supplement the Registration Statement (including incorporating any documents by reference therein) or supplement any of such documents the Prospectus (other than to an amendment or supplement providing solely for a change in interest rates or other variable terms), made by the filing of documents incorporated by reference) it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the proposed amendment (including any document proposed to be incorporated by reference therein) or supplementsupplement for their review and comment. One copy of such the document filed documentwith the Commission, along with a copy of the cover letter sent to the Commission, will be delivered or mailed to the Agents Agents, their counsel, the Trustee and the Issuing Agent at the following respective addresses: Xxxxxxx MTN Product Management, Merrill Lynch & Co., Merrill Lynxx Xxxxd Xxxxquarters, Xxxxx & Co. Xxxxxxx LynchXxxxx, Pierce, Xxxxxx & Xxxxx Incorporated World Financial Center, North Tower 000 Xxxxx Xxxxxx 10th Floor, New York, New York 10281 Attention10231-1310, (212) 449-7476, telecopier: MTN Product Management Xxxxxxx Xxxxx Xxxxxx Inc. 42nd Floor Seven World Trade Center New York(212) 000-0000; Xxase Securities, New York 10048 AttentionInc., to: Medium-Term Note Department Xxxxxx Xxxxxxx & Co. Incorporated 1585 Broadway1 Chase Manhattan Plaza, 2nd Floor New York15th Flxxx, New York 10036 Attention: Manager - Continuously Offered Products Chase Securities Inc. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Medium-Term Note Desk NationsBanc Xxxxxxxxxx Securities LLC 000 Xxxxx Xxxxx Xxxxxx Charlotte, N.C. 28255 Attention: Debt Financing Group/ Medium-Term Note Department Xxxxxxx, Xxxxx & Co. 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Medium Term Note Desk/Xxxxx Xxxxxx, Xxxxx Xxxxxxxxx Xxxxxx Brothers Inc. 12th Floor 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000, Xxxxxxxxx: Xxxxxx-0900 AttentionXxxx Xote Desk, (212) 552-2969, telecopier: Medium(210) 000-Term Note Department In 0000; Xoldman, Sachs & Xx., xx: 00 Brxxx Xxxeet, 18th Floor, New Xxxx, Xxx Xxxx 00000, Xxxxxxxxx: Xxxxxxxxxxxx Xxxxxtment, (212) 902-1000, telecopier: (212) 902-3000; J.P. Morgan Secuxxxxxx Xxx., xo: 00 Xxxx Xtreet, Third Floor, New Xxxx, Xxx Xxxx 00000-0000, Xxxxxxxxx: Xxxxxxxtion Execution Group, (212) 648-0738, telecopier: (210) 000-0000; xf to PaineWebbex Xxxxxxxxxxxx, to: Fixed Income Capital Markets, 11th Floor, 1285 Avenue of the event that Americas, New Xxxx, Xxx Xxxx 00000, (000) 000-0000, xxxxxxxxxx: (000) 000-0000; xnd the Trustee/Issuing Agent at: One First National Plaza, Suite 0126, Xxxxxxx, Xxxxxxxx 00000, Xxxxxxxxx: Xxxxxxxxx Xxxxx Xxxvices Division, (312) 407-1761, telecopier: (312) 407-1708. For record keepixx xxxxxxxx, xne copy of each such document, as so filed, shall also be mailed or telecopied to Skadden, Arps, Slate, Meagher & Flom at the 300 S. Grand Axxxxx, Suixx 0400, Xxx Xxxxxxx, Xxxxxxxxxx 00000, Xxxxxxxxx: Xxxxx X. Xxxx, Xxx. Xx xxx xxxxx xxxx xx xxx time the solicitation of offers to purchase from the Company is suspended (other than to establish or change interest rates rates, maturities, prices or other similar variable termsterms with respect to the Notes) there shall be any orders outstanding offers to purchase Notes that have been accepted by the Company which have not been settled, the Company will promptly advise the Agents and the Trustee Issuing Agent whether such orders offers may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented Supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such ordersoffers. 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 offers may not be settled or that copies of such Prospectus may not be so delivered. Delivery of ProspectusProspectus and applicable Pricing Supplement: A copy of the most recent Prospectus, Prospectus Supplement and applicable Pricing Supplement must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer an investor or his other purchaser or its agent and (b) the delivery of Notes to a customer an investor or his other purchaser or its agent. Authenticity of Signatures: The Agents will have no obligations or liability to the Company Company, the Trustee or the Trustee Issuing Agent in respect of the authenticity of the signature of any officer, employee or agent of the Company Company, the Trustee or the Trustee Issuing Agent on any Note.

Suspension of Solicitation; Amendment or Supplement. The Company may instruct the Agents to suspend solicitation of purchases offers to purchase Notes at any time. Upon receipt of such instructions instructions, the Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised them the Agents that solicitation of offers to purchase may be resumed. If the Company or the Guarantor decides to amend or supplement the Registration Statement (including incorporating any documents by reference therein) or supplement any of such documents the Prospectus (other than to establish or change interest rates or formulas, maturities, prices or other similar variable termsterms with respect to the Notes), it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the proposed amendment (including any document proposed to be incorporated by reference therein) or supplement. One copy Copies of such filed document, along with a copy of the cover letter sent to the Commission, amendment or supplement will be delivered or mailed to the Agents Agents, their counsel and the Trustee in quantities which such parties may reasonably request at the following respective addresses: Xxxxxxx Xxxxx & Co. Xxxxxxx Lynch[name/address], PierceAttention: [name/phone], Xxxxxx & Xxxxx Incorporated World Financial Centertelecopier [fax]; [name/address], North Tower 000 Xxxxx Xxxxxx Attention: [name/phone], telecopier: [fax]; [name/address], Attention: [name], telecopier: [fax]; [name/address], Attention: [name/phone]; telecopier: [fax]; and [name/address], Attention: [name/phone]; telecopier: [fax]; and if to the Trustee (or Chase), to: 450 W. 33rd Street, New York, New York 10281 AttentionXxxx 00000, Xxxxxxxxx: MTN Product Management Xxxxxxxxx Xxxxxxx Xxxxx Xxxxxx Inc. 42nd Floor Seven World Trade Center Xxministration, (212) 946-3487, telecopier: (212) 946-8159. For record keepinx xxxxxxxx, xxe copy of each such amendment or supplement shall also be mailed or telecopied to each of Thelen Reid & Priest LLP, 40 West 57th Xxxxxt, New York, New York 10048 Attention: Medium-Term Note Department Xxxxxx Xxxxxxx & Co. Incorporated 1585 Broadway, 2nd Floor New York, New York 10036 Attention: Manager - Continuously Offered Products Chase Securities Inc. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Medium-Term Note Desk NationsBanc Xxxxxxxxxx Securities LLC 000 Xxxxx Xxxxx Xxxxxx Charlotte, N.C. 28255 Attention: Debt Financing Group/ Medium-Term Note Department Xxxxxxx, Xxxxx & Co. 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Medium Term Note Desk/Xxxxx Xxxxxx, Xxxxx Xxxxxxxxx Xxxxxx Brothers Inc. 12th Floor 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Nex Xxxx 00000-0900 0000, Attention: MediumCatherine C. Hood, and Sullivan & Xxxxxxxx, 000 Xxoad Street, Xxw Yxxx, Xxx Yxxx 00000, Xxxxxxxxx: Xxxxxx X. Xxxxx, Xx., Esq., (212) 558- 0000, xxxxxxxxer: (212) 558-Term Note Department 3588. In the event that at the time thax xx xxx xxxx the solicitation of offers to purchase from the Company is suspended (other than to establish or change interest rates or formulas, maturities, prices or other similar variable termsterms with respect to the Notes) there shall be any orders outstanding offers to purchase Notes that have been accepted by the Company which have not been settled, the Company will promptly advise the Agents Offering Agent and the Trustee whether such orders offers may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such ordersoffers. 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 offers may not be settled or that copies of such Prospectus may not be so delivered. Delivery of ProspectusProspectus and applicable Pricing Supplement: A copy of the most recent Prospectus and the applicable Pricing Supplement, which pursuant to Rule 434 may be delivered separately from the Prospectus, Prospectus Supplement and Pricing Supplement must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer an investor or his other purchaser or its agent and (b) the delivery of Notes to a customer an investor or his other purchaser or its agent. Authenticity of Signatures: The Agents will have no obligations or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note.

Suspension of Solicitation; Amendment or Supplement. The Company may instruct the Agents Agents, as agents, to suspend solicitation of purchases offers to purchase Notes at any time. Upon receipt of such instructions instructions, the Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised them the Agents that solicitation of offers to purchase may be resumed. If the Company decides to amend or supplement the Registration Statement (including incorporating any documents by reference therein) or supplement any of such documents the Prospectus (other than to establish or change rates interest rates, maturities, prices or other similar variable termsterms with respect to the Notes), it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the proposed amendment (including any document proposed to be incorporated by reference therein) or supplement. One copy Copies of such filed document, along with a copy of the cover letter sent to the Commission, amendment or supplement will be delivered or mailed to the Agents Agents, their counsel and the Trustee in quantities which such parties may reasonably request at the following respective addresses: Xxxxxxx Xxxxx & Co. Xxxxxxx Lynch, Pierce, X.X. Xxxxxx & Xxxxx Incorporated World Financial Center, North Tower 000 Xxxxx Xxxxxx New York, New York 10281 Attention: MTN Product Management Xxxxxxx Xxxxx Xxxxxx Inc. 42nd Floor Seven World Trade Center New York, New York 10048 Attention: Medium-Term Note Department Xxxxxx Xxxxxxx & Co. Incorporated 1585 Broadway, 2nd Floor New York, New York 10036 Attention: Manager - Continuously Offered Products Chase Securities Inc. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Attention: Transaction Execution Group; Banc of America Securities LLC 00 Xxxx 00xx Xxxxxx XX0-000-0X-00 Xxx Xxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Attention: High Grade Capital Markets; Bear, Xxxxxxx & Co. Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Attention: High Grade Capital Markets; Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Attention: Medium-Term Note Desk NationsBanc Xxxxxxxxxx Notes; Deutsche Bank Securities LLC 000 Xxxxx Xxxxx Xxxxxx Charlotte, N.C. 28255 Attention: Debt Financing Group/ Medium-Term Note Department Xxxxxxx, Xxxxx & Co. Inc. 00 Xxxxx Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Attention: Medium Term Note Desk/Xxxxx XxxxxxDebt Capital Markets – Corporates Group; Xxxxxxx, Xxxxx Xxxxxxxxx Xxxxxx Brothers Inc. 12th Floor 0 & Co. 00 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 0000000000 Telephone: (000) 000-0900 0000 Telecopier: (000) 000-0000 Attention: MediumRegistration Department; Xxxxxx Brothers Inc. 000 Xxxxxxx Xxx. Xxx Xxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Attention: Fixed Income Syndicate/Medium Term Note Department Desk; Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 4 World Financial Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Attention: Transaction Management Group; Xxxxxx Xxxxxxx & Co. Incorporated 0000 Xxxxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Attention: Global Capital Markets; UBS Securities LLC 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Attention: Fixed Income Syndicate; Wachovia Capital Markets, LLC 000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Attention: Debt Capital Markets; and JPMorgan Chase Bank, N.A. 4 New York Plaza, 15th Floor New York, New York 10004 Telephone: (000) 000-0000 Telecopier: (000) 000-0000. In the event that at the time the solicitation of offers to purchase from the Company is suspended (other than to establish or change interest rates rates, maturities, prices or other similar variable termsterms with respect to the Notes) there shall be any orders outstanding offers to purchase Notes that have been accepted by the Company which have not been settled, the Company will promptly advise the Agents and the Trustee whether such orders offers may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such ordersoffers. 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 offers may not be settled or that copies of such Prospectus may not be so delivered. Delivery of ProspectusProspectus and applicable Pricing Supplement: A copy of the most recent Prospectus, Prospectus Supplement and applicable Pricing Supplement must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer an investor or his other purchaser or its agent and (b) the delivery of Notes to a customer an investor or his other purchaser or its agent. Authenticity of Signatures: The Agents will have no obligations obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note.

Suspension of Solicitation; Amendment or Supplement. The Subject to its representations, warranties and covenants contained in the Distribution Agreement, the Company may instruct the Agents to suspend solicitation of purchases to purchase Notes at any time. Upon receipt of such instructions instructions, the Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised them that solicitation of offers to purchase may be resumed. If the Company decides to amend or supplement the Registration Statement (including incorporating any documents by reference therein) therein or the Prospectus or any supplement any of such documents (relating to the Notes other than to change rates or other variable termsterms with respect to the offering of the Notes), it will promptly advise the Agents Agents, Trustee and Agents’ counsel and will furnish the Agents and their counsel with copies of the proposed amendment or supplement (including any document proposed to be incorporated by reference therein) or supplement). One copy of such filed document, along with a copy of the cover letter sent to the Commission, will be delivered or mailed to the Agents at the following respective addresses: Xxxxxxx Xxxxx & Co. Xxxxxxx LynchCitigroup Global Markets Inc., Pierce000 Xxxxxxxxx Xxxxxx, Xxxxxx & Xxxxx Incorporated World Financial Center00xx Xxxxx, North Tower 000 Xxxxx Xxxxxx New YorkXxx Xxxx, New York 10281 Attention: MTN Product Management Xxxxxxx Xxxxx Xxxxxx Inc. 42nd Floor Seven World Trade Center New YorkXX 00000, New York 10048 Attention: Medium-Term Note Department Xxxxxx Xxxxxxx & Co. Incorporated 1585 BroadwayDepartment; Barclays Capital Inc., 2nd Floor New York, New York 10036 Attention: Manager - Continuously Offered Products Chase Securities Inc. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 XX 00000, Attention: Medium-Term Note Desk NationsBanc Xxxxxxxxxx MTN Trading; BNP Paribas Securities LLC Corp., 000 Xxxxx Xxxxx Xxxxxx CharlotteXxxxxxx Xxxxxx, N.C. 28255 00xx Xxxxx; Attention: Debt Financing Group/ MediumCapital Markets; McDonald Investments Inc., 000 Xxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxx, XX 00000, Attention: Debt Capital Markets; or Xxxxx Fargo Brokerage Services, LLC, MAC N9303-Term Note Department Xxxxxxx097, 000 Xxxxxx Xxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxxxxx, XX 00000-0000, Attention: Xxx Xxxxx. For record keeping purposes, one copy of each such amendment or supplement shall also be mailed or telecopied to Sidley Xxxxxx Xxxxx & Co. 00 Xxxxx Xxxx LLP, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Medium Term Note Desk/Xxxxx Xxxxxx, Xxxxx Xxxxxxxxx Xxxxxx Brothers Inc. 12th Floor 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0900 , Attention: MediumXxxxxx X. Xxxxxxxx, Esq., (000) 000-Term Note Department 0000, telecopier: (000) 000-0000. In the event that at the time the solicitation of offers to purchase from the Company is suspended (other than to change interest rates or other variable terms) there shall be any orders outstanding offers to purchase Notes that have been accepted by the Company which have not been settled, the Company will promptly advise the Agents and the Trustee whether such orders offers may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such ordersoffers. 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 offers may not be settled or that copies of such the Prospectus may not be so delivered. Delivery of Prospectus: A copy of the most recent Prospectus, Prospectus Supplement and Pricing Supplement must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer or his agent and (b) the delivery of Notes to a customer or his agent. Authenticity of Signatures: The Agents will have no obligations or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note.

Suspension of Solicitation; Amendment or Supplement. The Company may instruct the Agents to suspend solicitation of purchases ---------- offers to purchase Notes at any time. Upon receipt of such instructions instructions, the Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised them the Agents that solicitation of offers to purchase may be resumed. If the Company decides to amend or supplement the Registration Statement (including incorporating any documents by reference therein) or supplement any of such documents the Prospectus (other than to establish or change interest rates or formulas, maturities, prices or other similar variable termsterms with respect to the Notes), it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the proposed amendment (including any document proposed to be incorporated by reference therein) or supplement. One copy Copies of such filed document, along with a copy of the cover letter sent to the Commission, amendment or supplement will be delivered or mailed to the Agents Agents, their counsel and the Trustee in quantities which such parties may reasonably request at the following respective addresses: if to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, to: --------------------------------------------------- Xxxxxxx Xxxxx Production Technologies 00X Xxxxxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 Attention: Prospectus Operations/ Xxxxxxx Xxxxxxxxx Tel: 000-000-0000 Fax: 000-000-0000/5/6 if to ABN AMRO Incorporated, to: --------------------- 1325 Avenue of the Americas, 10th Floor New York, N.Y. 10019 Attn: Xxxx Xxxxxx Tel: 000-000-0000 Fax: 000-000-0000 if to the Trustee, to: 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Attention: Corporate Trustee, Department B Tel: 000-000-0000 Fax: 000-000-0000 For record keeping purposes, one copy of each such amendment or supplement shall also be mailed or telecopied to: Xxxxxx Xxxx & Co. Priest LLP, 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000. Attention: Xxxxxxx X. Xxxxxxxxxxx, Xx. Esq. Tel: 000-000-0000 Fax: 000-000-0000 and to: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated World Financial Center, North Tower 000 Center Xxxxx Xxxxxx New York, New York 10281 Attention: MTN Product Management Xxxxxxx Xxxxx Xxxxxx Inc. 42nd Floor Seven World Trade Center New York, New York 10048 Attention: Medium-Term Note Department Xxxxxx Xxxxxxx & Co. Incorporated 1585 Broadway, 2nd Floor New York, New York 10036 Attention: Manager - Continuously Offered Products Chase Securities Inc. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Medium-Term Note Desk NationsBanc Xxxxxxxxxx Securities LLC 000 Xxxxx Xxxxx Xxxxxx Charlotte, N.C. 28255 Attention: Debt Financing Group/ Medium-Term Note Department Xxxxxxx, Xxxxx & Co. 00 Xxxxx XxxxxxXxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 XX 00000-0000 Attention: Medium Term Note Desk/Xxxxx Xxxxxx, Xxxxx Xxxxxxxxx Xxxxxx Brothers Inc. 12th Floor 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000MTN Product Management Tel: 000-0900 Attention000-0000 Fax: Medium000-Term Note Department 000-0000 In the event that at the time the solicitation of offers to purchase from the Company is suspended (other than to establish or change interest rates or formulas, maturities, prices or other similar variable termsterms with respect to the Notes) there shall be any orders outstanding offers to purchase Notes that have been accepted by the Company which have not been settled, the Company will promptly advise the Agents Offering Agent and the Trustee whether such orders offers may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such ordersoffers. 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 offers may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Prospectus: A copy of the most recent Prospectus, Prospectus Supplement and Pricing Supplement must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer or his agent and (b) the delivery of Notes to a customer or his agent. Authenticity of Signatures: The Agents Company will have no obligations or liability transmit to the Company Commission and other applicable state regulatory authorities for filing therewith any amendment or supplement to the Trustee in respect Prospectus relating to the Notes and confirm to the Agents that such amendment or supplement has been filed with the Commission pursuant to the applicable paragraph of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any NoteRule 424(b).

Suspension of Solicitation; Amendment or Supplement. The Company Trust may instruct the Agents to suspend solicitation of purchases offers to purchase Notes at any time. Upon receipt of such instructions instructions, the Agents will forthwith suspend solicitation of offers to purchase from the Company Trust until such time as the Company Trust has advised them the Agents that solicitation of offers to purchase may be resumed. If the Company decides Any notice of an amendment or supplement to amend the Registration Statement (including incorporating or the Prospectus required to be given by the Trust to the Agents pursuant to the Distribution Agreement shall be given as so required and any documents by reference therein) amendment or supplement any of such documents (other than to change rates or other variable terms), it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the proposed amendment (including any document proposed to be incorporated by reference therein) or supplement. One copy of such filed document, along with a copy of the cover letter sent to the Commission, will Registration Statement or the Prospectus required to be delivered or mailed to the Agents pursuant to the Distribution Agreement shall be delivered or mailed as so required in quantities which such parties may reasonably request at the following respective addresses: Xxxxxxx Xxxxx & Co. Xxxxxxx Lynchif to Lehman Brothers Inc., Pierce, Xxxxxx & Xxxxx Incorporated 3 World Financial Center, North Tower 000 Xxxxx Xxxxxx 00xx xloor, New York, New York 10281 Attention: MTN Product Management Xxxxxxx Xxxxx Xxxxxx Inc. 42nd Floor Seven World Trade Center New York10285-1200, New York 10048 Attention: Medium-Term Note Department Xxxxxx Department,(212) 526-2040, telecopier: (212) 528- 1718; if xx Xxxxxxx Xxxch & Co. Incorporated 1585 BroadwayCo., 2nd Floor World Financial Center, Norxx Xxxxr, 00xh Floor, New York, New York 10036 10281-1310, Attention: Manager - Continuously Offered Products Chase Securities Inc. 000 Xxxx XxxxxxMTN Product Management, (212) 449-7476, telecopier: (212) 449-2234; if to Morgan Stanley & Co., Morgxx Xxxxxxx & Xo. Incorxxxxxxd, 0000 Broadway, 0xx Xxxxx Xxx fxxxx, Xew York, New York 10036, Xxxxxxxxx: Xxxxxx-Xxxx Xxxx Xxxxxxx Xxxx, Xxx Xxxx 00000 Xxxlos Cabrera, Telephone No.: (212) 761-2000, Xxxxxxxx Xx.: (212) 761-8846; ix xx Xxxxxxx Xrothers Inc, Sevex Xxxxx Xxxxx Center, New York, New York 10048, Attention: MediumMTN Department, Telephone No.: (212) 783- 5897, Telecopy No.: (212) 783-Term Note Desk NationsBanc Xxxxxxxxxx Securities LLC 000 Xxxxx Xxxxx 2274; and if to Smith Barney Inc., 1340 Xxxxxx Charlotte, N.C. 28255 Attention: Debt Financing Group/ Medium-Term Note Department Xxxxxxx, Xxxxx & Co. 00 Xxxxx Xxxxxxxx xxe Americas, 00xx Xxxxx Xxx XxxxXxxxx, Xxx Xxxx 00000 Attention: Medium Term Note Desk/Xxxxx Xxxxxx, Xxxxx Xxxxxxxxx Xxxxxx Brothers Inc. 12th Floor 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx XxxxNew Yorx, Xxx Xxxx 00000, Xxxxxxxxx: Xxxxx Xxxxxxxx, Xxxxxxxxx: (000) 723-0900 7597, Telexxxx Xx.: (000) 723-8812; anx xx xx xxx Xxustee, to: State Xxxxxx Xxxx and Trust Company, Two International Place, Boston, Massachusetts 02110, Attention: MediumCorporate Trust Department, (617) 664-Term Note Department 5602, telecopier: (617) 664-5371, for xxxxxx xxxxxxx purposes, one xxxx xx xxxx such amendment or supplement shall also be mailed or telecopied to Brown & Wood, One World Trade Center, New York, New York 10048, Attention: Edward F. Petrosky, Esq., (212) 839-5455, telecoxxxx: (000) 000-0599. In the event that xxx xxxxx xxxt at the time the solicitation txx xxxxxxxxxxxn of offers to purchase from the Company Trust is suspended (other than to establish or change interest rates or formulas, maturities, prices or other similar variable termsterms with respect to the Notes) there shall be any orders outstanding offers to purchase Notes that have been accepted by the Trust which have not been settled, the Company Trust will promptly advise the Agents Offering Agent and the Trustee whether such orders offers may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such ordersoffers. The Company Trust will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company Trust determines that such orders offers may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Prospectus: A copy of the most recent Prospectus, Prospectus Supplement and Pricing Supplement must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer or his agent and (b) the delivery of Notes to a customer or his agent. Authenticity of Signatures: The Agents will have no obligations or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note.

Suspension of Solicitation; Amendment or Supplement. The Company may instruct the Agents to suspend solicitation of purchases at any time. Upon receipt of such instructions the Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised them that solicitation of offers to purchase may be resumed. If the Company decides to amend the Registration Statement (including incorporating any documents by reference therein) or supplement any of such documents (other than to change rates or other variable terms), it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the proposed amendment (including any document proposed to be incorporated by reference therein) or supplement. One copy of such filed document, along with a copy of the cover letter sent to the Commission, will be delivered or mailed to the Agents at the following respective addresses: Xxxxxx Xxxxxxx & Co. Incorporated 1585 Broadway, 2nd Floor New York, New York 10036 Attention: Manager - Continuously Offered Products Xxxxxxx Xxxxx & Co. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated World Financial Center, North Tower 000 Xxxxx Xxxxxx New York, New York 10281 Attention: MTN Product Management Xxxxxxx Xxxxx Xxxxxx Inc. 42nd Salomon Brothers Inc 31st Floor Seven World Trade Center New York, New York 10048 Attention: Medium-Term Note Department BancAmerica Xxxxxxxxx Xxxxxxxx 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx & Co. Incorporated 1585 BroadwayXxxxxxx, 2nd Floor New York, New York 10036 Xxxxxxxx 00000 Attention: Manager - Continuously Offered Products MTN Product Management, Xxxxxxx Xxxxx Chase Securities Inc. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Medium-Term Note Desk NationsBanc Xxxxxxxxxx Securities LLC 000 Xxxxxx Brothers Inc. 12th Floor 0 Xxxxx Xxxxx Xxxxxxxxx Xxxxxx CharlotteXxx Xxxx, N.C. 28255 Xxx Xxxx 00000-0900 Attention: Debt Financing Group/ Medium-Term Note Department Xxxxxxx, Xxxxx & Co. 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Medium Term Note Desk/Xxxxx Xxxxxx, Xxxxx Xxxxxxxxx Xxxxxx Brothers Inc. 12th Floor 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0900 Attention: Medium-Term Note Department In the event that at the time the solicitation of offers to purchase from the Company is suspended (other than to change interest rates or other variable terms) there shall be any orders outstanding which have not been settled, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. 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. Delivery of Prospectus: A copy of the most recent Prospectus, Prospectus Supplement and Pricing Supplement must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer or his agent and (b) the delivery of Notes to a customer or his agent. Authenticity of Signatures: The Agents will have no obligations or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note.

Suspension of Solicitation; Amendment or Supplement. The Company may instruct the Agents to suspend solicitation of purchases offers to purchase Notes at any time. Upon receipt of such instructions instructions, the Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised them the Agents that solicitation of offers to purchase may be resumed. If the Company or the Guarantor decides to amend or supplement the Registration Statement (including incorporating any documents by reference therein) or supplement any of such documents the Prospectus (other than to establish or change interest rates or formulas, maturities, prices or other similar variable termsterms with respect to the Notes), it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the proposed amendment (including any document proposed to be incorporated by reference therein) or supplement. One copy Copies of such filed document, along with a copy of the cover letter sent to the Commission, amendment or supplement will be delivered or mailed to the Agents Agents, their counsel and the Trustee in quantities which such parties may reasonably request at the following respective addresses: Xxxxxxx Xxxxx & Co. Xxxxxxx Lynch[name/address], Pierce, Xxxxxx & Xxxxx Incorporated World Financial Center, North Tower 000 Xxxxx Xxxxxx New York, New York 10281 Attention: MTN Product Management Xxxxxxx Xxxxx Xxxxxx Inc. 42nd Floor Seven World Trade Center New York[name/phone], New York 10048 telecopier [fax]; [name/address], Attention: Medium-Term Note Department Xxxxxx Xxxxxxx & Co. Incorporated 1585 Broadway[name/phone], 2nd Floor New Yorktelecopier [fax]; [name/address], New York 10036 [name/address], Attention: Manager - Continuously Offered Products Chase Securities Inc. [name], telecopier [fax]; [name/address], Attention: [name/phone], telecopier [fax]; [name/address], [name/address], Attention: [name], telecopier [fax]; and [name/address], Attention: [name/phone], telecopier [fax]; [name/address], [name/address], Attention: [name], telecopier [fax]; and if to the Trustee (or Chase), to: 000 Xxxx X. 00xx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Medium-Term Note Desk NationsBanc Xxxxxxxxxx Securities LLC 000 Xxxxx Xxxxx Xxxxxx Charlotte, N.C. 28255 Attention: Debt Financing Group/ Medium-Term Note Department Xxxxxxx, Xxxxx & Co. 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Medium Term Note Desk/Xxxxx Xxxxxx, Xxxxx Xxxxxxxxx Xxxxxx Brothers Inc. 12th Floor 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0900 , Attention: MediumCapital Markets Fiduciary Services, (000) 000-Term Note Department 0000, telecopier: (000) 000-0000. For record keeping purposes, one copy of each such amendment or supplement shall also be mailed or telecopied to each of Xxxxx Xxxxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxxxx X. Xxxx, Esq., (000) 000-0000, telecopier: (000) 000-0000 and Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx X. Xxxxxx, Esq., (000) 000-0000, telecopier: (000) 000-0000. In the event that at the time the solicitation of offers to purchase from the Company is suspended (other than to establish or change interest rates or formulas, maturities, prices or other similar variable termsterms with respect to the Notes) there shall be any orders outstanding offers to purchase Notes that have been accepted by the Company which have not been settled, the Company will promptly advise the Agents Offering Agent and the Trustee whether such orders offers may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such ordersoffers. 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 offers may not be settled or that copies of such Prospectus may not be so delivered. Delivery of ProspectusProspectus and applicable Pricing Supplement: A copy of the most recent Prospectus and the applicable Pricing Supplement, which pursuant to Rule 434 may be delivered separately from the Prospectus, Prospectus Supplement and Pricing Supplement must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer an investor or his other purchaser or its agent and (b) the delivery of Notes to a customer an investor or his other purchaser or its agent. Authenticity of Signatures: The Agents will have no obligations obligation or liability to the Company Company, the Guarantor or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company Company, the Guarantor or the Trustee on any NoteNote or Guarantee.

Suspension of Solicitation; Amendment or Supplement. The Company may instruct the Agents to suspend solicitation of purchases at any time. Upon receipt of such instructions the Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised them that solicitation of offers to purchase may be resumed. If the Company decides to amend the Registration Statement (including incorporating any documents by reference therein) or supplement any of such documents (other than to change rates or other variable terms), it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the proposed amendment (including any document proposed to be incorporated by reference therein) or supplementsupplement (except an amendment or supplement which relates exclusively to an offering of securities other than the Notes). One copy of such filed document, along with a copy of the cover letter sent to the Commission, will be delivered or mailed to the Agents at the following respective addresses: Xxxxxxx Xxxxx Morgxx Xxxnxxx & Co. Xxxxxxx LynchXo. Incorporated, Pierce, Xxxxxx & Xxxxx Incorporated World Financial Center, North Tower 000 Xxxxx Xxxxxx New York, New York 10281 Attention: MTN Product Management Xxxxxxx Xxxxx Xxxxxx Inc. 42nd Floor Seven World Trade Center New York, New York 10048 Attention: Medium-Term Note Department Xxxxxx Xxxxxxx & Co. Incorporated 1585 Broadway, 2nd Floor New York, New York 10036 Attention: Manager - Continuously Offered Products Chase Securities Inc. 000 Xxxx XxxxxxXxxxxxxx, 0xx Xxxxx Xxx XxxxXxxxx, Xxx Xxxx 00000 Attention: Medium-Term Note Desk NationsBanc Xxxxxxxxxx Securities LLC 000 Xxxxx Xxxxx Xxxxxx Charlotte, N.C. 28255 Attention: Debt Financing Group/ Medium-Term Note Department Xxxxxxx, Xxxxx & Co. 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Medium Term Note Desk/Xxxxx Xxxxxx, Xxxxx Xxxxxxxxx Xxxxxx Brothers Inc. 12th Floor 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0900 Attention, Xxtn: Medium-Term Note Department Manager - Continuously Offered Products, with a copy to Morgxx Xxxnxxx & Xo. Incorporated, 1585 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxtn: Petex Xxxxxx - Xnvestment Banking Information Center; Goldxxx, Xxchx & Xo., 85 Bxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxtn: Karex Xxxxxxxxx Xxxistration Department; and J.P. Xxxxxx Xxxurities Inc., Transaction Execution Group, Attn: Marix Xxxxxx, 00 Wxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. In the event that at the time the solicitation of offers to purchase from the Company is suspended (other than to change interest rates or other variable terms) there shall be any orders outstanding which have not been settled, the Company will promptly advise the Agents and the Trustee Paying Agent whether such orders may be settled and whether which copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. 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. Delivery of Prospectus: A copy of the most recent Prospectus, Prospectus Supplement and Pricing Supplement must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer or his agent Agent and (b) the delivery of Notes to a customer or his agentAgent. Authenticity of Signatures: The Agents will have no obligations or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note.

Suspension of Solicitation; Amendment or Supplement. The Company may instruct the Agents Agents, as agents, to suspend solicitation of purchases offers to purchase Notes at any time. Upon receipt of such instructions instructions, the Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised them the Agents that solicitation of offers to purchase may be resumed. If the Company decides to amend or supplement the Disclosure Package, the Registration Statement (including incorporating any documents by reference therein) or supplement any of such documents (other than to change rates or other variable terms)the Prospectus, it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the proposed amendment (including any document proposed to be incorporated by reference therein) or supplement. One copy Copies of such filed document, along with a copy of the cover letter sent to the Commission, amendment or supplement will be delivered or mailed to the Agents Agents, their counsel and the Trustee in quantities which such parties may reasonably request at the following respective addresses: Xxxxxxx Xxxxx & Co. Xxxxxxx Lynch, Pierce, X.X. Xxxxxx & Xxxxx Incorporated World Financial Center, North Tower 000 Xxxxx Xxxxxx New York, New York 10281 Attention: MTN Product Management Xxxxxxx Xxxxx Xxxxxx Inc. 42nd Floor Seven World Trade Center New York, New York 10048 Attention: Medium-Term Note Department Xxxxxx Xxxxxxx & Co. Incorporated 1585 Broadway, 2nd Floor New York, New York 10036 Attention: Manager - Continuously Offered Products Chase Securities Inc. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Attention: Transaction Execution Group; Banc of America Securities LLC One Bryant Park NY1-100-18-03 New York, New York 10036 Attention: Xxxxxx X. Xxxxxxx Tel: (000) 000-0000 Facsimile: (000) 000-0000; Barclays Capital Inc. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telecopier: (000) 000-0000 Attention: Investment Grade Syndicate Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Attention: Medium-Term Note Desk NationsBanc Xxxxxxxxxx Notes; Credit Suisse Securities (USA) LLC 000 Xxxxx Xxxxx 00 Xxxxxxx Xxxxxx CharlotteXxx Xxxx, N.C. 28255 Xxx Xxxx 00000 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Attention: Debt Financing Group/ Medium-Short Term Note Department Xxxxxxx, Xxxxx & Co. Products Group Deutsche Bank Securities Inc. 00 Xxxxx Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Attention: Medium Term Note Desk/Xxxxx XxxxxxDebt Capital Markets – Corporates Group; Xxxxxxx, Xxxxx Xxxxxxxxx Xxxxxx Brothers Inc. 12th Floor 0 & Co. 00 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 0000000000 Telephone: (000) 000-0900 0000 Telecopier: (000) 000-0000 Attention: MediumRegistration Department; Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 4 World Financial Center, 15th Floor New York, New York 10080 Telephone: (000) 000-Term Note Department 0000 Telecopier: (000) 000-0000 Attention: Transaction Management Group; Xxxxxx Xxxxxxx & Co. Incorporated 0000 Xxxxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 10036 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Attention: Global Capital Markets; UBS Securities LLC 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Attention: Fixed Income Syndicate; Wachovia Capital Markets, LLC 000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Attention: Debt Capital Markets; and The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, 8W New York, NY 10286 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Attention: Xxxxxxxx Xxxxxxxx In the event that at the time the solicitation of offers to purchase from the Company is suspended (other than to change interest rates or other variable terms) suspended, there shall be any orders outstanding offers to purchase Notes that have been accepted by the Company which have not been settled, the Company will promptly advise the Agents and the Trustee whether such orders offers may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension (or the notice referred to in Rule 173(a) under the Act, if applicable) may be delivered in connection with the settlement of such ordersoffers. 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 offers may not be settled or that copies of such Prospectus (or the notice referred to in Rule 173(a) under the Act) may not be so delivered. Delivery of ProspectusProspectus and applicable Pricing Supplement: A Unless the exemption set forth in Rule 172(a) of the Act is available, a copy of the most recent Prospectus, Prospectus Supplement and applicable Pricing Supplement must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer an investor or his other purchaser or its agent and (b) the delivery of Notes to a customer an investor or his other purchaser or its agent. Authenticity of Signatures: The Agents will have no obligations obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note.

Suspension of Solicitation; Amendment or Supplement. The Company may instruct the Agents to suspend solicitation of purchases offers to purchase Notes at any time. Upon receipt of such instructions instructions, the Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised them the Agents that solicitation of offers to purchase may be resumed. If the Company decides to amend or supplement the Registration Statement (including incorporating any documents by reference therein) or supplement any of such documents the Prospectus (other than to establish or change interest rates or formulas, maturities, prices or other similar variable termsterms with respect to the Notes), it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the proposed amendment (including any document proposed to be incorporated by reference therein) or supplement. One copy Copies of such filed document, along with a copy of the cover letter sent to the Commission, amendment or supplement will be delivered or mailed to the Agents Agents, their counsel and the Trustee in quantities which such parties may reasonably request at the following respective addresses: if to Barclays, to: Barclays Capital Inc. 000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Xxx, 10/th/ Floor Telephone: (000) 000-0000 Facsimile: (000) 000-0000 JPMorgan, to: X.X. Xxxxxx Securities Inc. 000 Xxxx Xxxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Transaction Execution Group Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Xxxxxx Brothers, to: Xxxxxx Brothers Inc. 000 Xxxxxxx Xxxxx & Co. Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Medium Term Note Desk Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Xxxxxxx Xxxxx, to: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 4 World Financial CenterXxxxxx, North Tower 000 Xxxxx 00 Xxx Xxxx, Xxx Xxxx 00000 Attn: Xx. Xxxxx Xxxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Xxxxxx New YorkXxxxxxx, New York 10281 Attentionto: MTN Product Management Xxxxxx Xxxxxxx Xxxxx Xxxxxx Inc. 42nd Floor Seven World Trade Center New York& Co. Incorporated 0000 Xxxxxxxx Xxx Xxxx, New York 10048 AttentionXxx Xxxx 00000 Attn: Medium-Term Note Trading Desk Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Xxxxxxx Xxxxx Barney, to: Xxxxxxx Xxxxx Xxxxxx Inc. Medium-Term Note Department 000 Xxxxxxxxx Xxxxxx Xxxxxxx & Co. Incorporated 1585 BroadwayXxx Xxxx, 2nd Floor New YorkXxx Xxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 and if to the Trustee, New York 10036 Attentionto: Manager - Continuously Offered Products Chase Securities Inc. Bank One Trust Company, National Association 000 Xxxx Xxxxxx, 0xx Xxxxx 00/xx/ Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: MediumInstitutional Trust Services Telephone: (000) 000-Term Note Desk NationsBanc Xxxxxxxxxx Securities LLC 000 Xxxxx Xxxxx 0000 Facsimile: (000) 000-0000 and to: Xxxxxxxx Xxxxxxx LLP 0000 Xxxx Xxxx Xxxxxx CharlotteXxxxxxxx, N.C. 28255 Attention: Debt Financing Group/ Medium-Term Note Department Xxxxxxx, Xxxxx & Co. 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx Xxxxxxxx 00000 Attention: Medium Term Note Desk/Xxxxx XxxxxxF. Xxxxxxxxx Xxxxxxxx, Xxxxx Xxxxxxxxx Xxxxxx Brothers Inc. 12th Floor 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx XxxxXx., Xxx Xxxx 00000Esquire Telephone: (000) 000-0900 Attention0000 Facsimile: Medium(000) 000-Term Note Department 0000 In the event that at the time the solicitation of offers to purchase from the Company is suspended (other than to establish or change interest rates or formulas, maturities, prices or other similar variable termsterms with respect to the Notes) there shall be any orders outstanding offers to purchase Notes that have been accepted by the Company which have not been settled, the Company will promptly advise the Agents Offering Agent and the Trustee whether such orders offers may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such ordersoffers. 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 offers may not be settled or that copies of such Prospectus may not be so delivered. Delivery of ProspectusProspectus and applicable Pricing Supplement: A copy of the most recent Prospectus and the applicable Pricing Supplement, which pursuant to Rule 434 may be delivered separately from the Prospectus, Prospectus Supplement and Pricing Supplement must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer an investor or his other purchaser or its agent and (b) the delivery of Notes to a customer an investor or his other purchaser or its agent. Authenticity of Signatures: The Agents will have no obligations obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note.

Suspension of Solicitation; Amendment or Supplement. The Company may instruct the Agents to suspend solicitation of purchases offers to purchase Notes at any time. Upon receipt of such instructions instructions, the Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised them the Agents that solicitation of offers to purchase may be resumed. If the Company decides to amend or supplement the Registration Statement (including incorporating any documents by reference therein) or supplement any of such documents the Prospectus (other than to establish or change interest rates or formulas, maturities, prices or other similar variable termsterms with respect to the Notes), it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the proposed amendment (including any document proposed to be incorporated by reference therein) or supplement. One copy Copies of such filed document, along with a copy of the cover letter sent to the Commission, amendment or supplement will be delivered or mailed to the Agents Agents, their counsel and the Trustee in quantities which such parties may reasonably request at the following respective addresses: Xxxxxxx Xxxxx & Co. Xxxxxxx Lynchif to _________________________________________________________ _________________________________________________________ _________________________________________________________ _____________________________________________; and if to the Trustee, Pierceto: Bank One Trust Company, Xxxxxx & Xxxxx Incorporated World Financial CenterNational Association, North Tower 000 Xxxxx Xxxxxx 153 West 51st Street, New York, New York 10281 Attention10019, Xxxxxxxxx: MTN Product Management Xxxxxxx Xxxxx Xxxxxx Inc. 42nd Floor Seven World Trade Center New York______________________. Xxx xxxxxx keeping purposes, New York 10048 Attentionone copy of each such amendment or supplement shall also be mailed or sent by facsimile to:________________________________; and to: Medium-Term Note Department Xxxxxx Xxxxxxx & Co. Incorporated 1585 BroadwayTroutman Sanders LLP, 2nd Floor New York1111 East Main Street, New York 10036 AttentionRixxxxxx, Virginia 23219, Xxxxxxxxx: Manager - Continuously Offered Products Chase Securities Inc. 000 Xxxx XxxxxxX. Xxxxxxxxx Xxxxxxxx, 0xx Xxxxx Xxx XxxxXx., Xxx Xxxx 00000 Attention: Medium-Term Note Desk NationsBanc Xxxxxxxxxx Securities LLC 000 Xxxxx Xxxxx Xxxxxx Charlotte, N.C. 28255 Attention: Debt Financing Group/ Medium-Term Note Department Xxxxxxx, Xxxxx & Co. 00 Xxxxx Xxxxxx(804) 697-1210, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attentionxxxxxxxxx: Medium Term Note Desk/Xxxxx Xxxxxx, Xxxxx Xxxxxxxxx Xxxxxx Brothers Inc. 12th Floor 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000(000) 000-0900 Attention: Medium-Term Note Department 1339. In the event that xxx xxxxx xxxx at the time the solicitation xxx xxxxxxxxxxon of offers to purchase from the Company is suspended (other than to establish or change interest rates or formulas, maturities, prices or other similar variable termsterms with respect to the Notes) there shall be any orders outstanding offers to purchase Notes that have been accepted by the Company which have not been settled, the Company will promptly advise the Agents Offering Agent and the Trustee whether such orders offers may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such ordersoffers. 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 offers may not be settled or that copies of such Prospectus may not be so delivered. Delivery of ProspectusProspectus and applicable Pricing Supplement: A copy of the most recent Prospectus and the applicable Pricing Supplement, which pursuant to Rule 434 may be delivered separately from the Prospectus, Prospectus Supplement and Pricing Supplement must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer an investor or his other purchaser or its agent and (b) the delivery of Notes to a customer an investor or his other purchaser or its agent. Authenticity of Signatures: The Agents will have no obligations obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note.

Suspension of Solicitation; Amendment or Supplement. The Subject to its representations, warranties and covenants contained in the Distribution Agreement, the Company may instruct the Agents to suspend solicitation of purchases offers to purchase Notes at any time. Upon receipt of such instructions instructions, the Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised them that solicitation of offers to purchase may be resumed. If the Company decides to amend or supplement the Registration Statement (including incorporating any documents by reference therein) therein or the Prospectus or any supplement any of such documents (relating to the Notes other than to change rates or other variable termsterms with respect to the offering of the Notes), it will promptly advise the Agents Agents, Trustee and Agents’ counsel and will furnish the Agents and their counsel with copies of the proposed amendment or supplement (including any document proposed to be incorporated by reference therein) or supplement). One copy of such filed document, along with a copy of the cover letter sent to the Commission, will be delivered or mailed to the Agents at the following respective addresses: BNP Paribas Securities Corp., 000 Xxxxxxx Xxxxx & Co. Xxxxxxx LynchXxxxxx, Pierce00xx Xxxxx; Attention: Debt Capital Markets; Barclays Capital Inc., Xxxxxx & Xxxxx Incorporated World Financial Center000 Xxxx Xxxxxx, North Tower 000 Xxxxx Xxxxxx New YorkXxx Xxxx, New York 10281 XX 00000, Attention: MTN Product Management Xxxxxxx Xxxxx Xxxxxx Inc. 42nd Floor Seven World Trade Center New YorkTrading; Citigroup Global Markets Inc., New York 10048 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Medium-Term Note Department Department; For record keeping purposes, one copy of each such amendment or supplement shall also be mailed or telecopied to Sidley Xxxxxx Xxxxx & Xxxx LLP, 000 Xxxxxxx & Co. Incorporated 1585 Broadway, 2nd Floor New York, New York 10036 Attention: Manager - Continuously Offered Products Chase Securities Inc. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Medium-Term Note Desk NationsBanc Xxxxxxxxxx Securities LLC 000 Xxxxx Xxxxx Xxxxxx Charlotte, N.C. 28255 Attention: Debt Financing Group/ Medium-Term Note Department Xxxxxxx, Xxxxx & Co. 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Medium Term Note Desk/Xxxxx Xxxxxx, Xxxxx Xxxxxxxxx Xxxxxx Brothers Inc. 12th Floor 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0900 , Attention: MediumXxxxxx X. Xxxxxxxx, Esq., (000) 000-Term Note Department 0000, telecopier: (000) 000-0000. In the event that at the time the solicitation of offers to purchase from the Company is suspended (other than to change interest rates or other variable terms) there shall be any orders outstanding offers to purchase Notes that have been accepted by the Company which have not been settled, the Company will promptly advise the Agents and the Trustee whether such orders offers may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such ordersoffers. 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 offers may not be settled or that copies of such the Prospectus may not be so delivered. Delivery of Prospectus: A copy of the most recent Prospectus, Prospectus Supplement and Pricing Supplement must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer or his agent and (b) the delivery of Notes to a customer or his agent. Authenticity of Signatures: The Agents will have no obligations or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note.

Suspension of Solicitation; Amendment or Supplement. The Company may instruct the Agents to suspend solicitation of purchases offers to purchase Notes at any time. Upon receipt of such instructions instructions, the Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised them the Agents that solicitation of offers to purchase may be resumed. If the Company decides to amend or supplement the Registration Statement (including incorporating any documents by reference therein) or supplement any of such documents the Prospectus (other than to establish or change interest rates or formulas, maturities, prices or other similar variable termsterms with respect to the Notes), it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the proposed amendment (including any document proposed to be incorporated by reference therein) or supplement. One copy Copies of such filed document, along with a copy of the cover letter sent to the Commission, amendment or supplement will be delivered or mailed to the Agents Agents, their counsel, the Senior Trustee and the Subordinated Trustee in quantities which such parties may reasonably request at the following respective addresses: Xxxxxxx Xxxxx Merrill Lynch & Co. Xxxxxxx LynchCo., Pierce, Xxxxxx & Xxxxx Incorporated World Financial Financiax Center, North Tower 000 Xxxxx Xxxxxx Tower, 15th Floor, New York, New York 10281 10281-1315, Attention: MTN Product Management Xxxxxxx Xxxxx Xxxxxx Inc. 42nd Floor Seven World Trade Center New YorkManagement, New York 10048 (212) 449-7476, telecopier: (212) 449-2234; if to Banc of America Securities LLC, to: 100 North Tryon Street, Xxxxxxxxx, North Carolina 28255, Attention: MediumLynn McCxxxxxx, Xxxxxxxx: XX0000-Term Note Department Xxxxxx Xxxxxxx & Co. Incorporated 1585 Broadway00-00, 2nd Floor New Yorkxxxxxxxxxr (704) 388-9939; if to Chase Securities, New York 10036 AttentionInc., to: Manager - Continuously Offered Products Chase Securities Inc. 000 Xxxx 270 Park Xxxxxx, 0xx Xxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 Attention00000, Xxxxxxion: Medium-Term Note Desk NationsBanc Xxxxxxxxxx - Peter Todd, (212) 834-4421, telecopier: (212) 834-6081; if to Deutsche Morgan Grenfell Inc., one copy to: Xxxxxxxx Xxxx Securities LLC 000 Xxxxx Xxxxx Xxxxxx CharlotteInc., N.C. 28255 Attention: Debt Financing Group/ Medium-Term Note Department Xxxxxxx1290 Avenue of the Americas, Xxxxx & Co. 00 Xxxxx Xxxxxx6th Xxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Medium Term Note Desk/Xxxxx Xxxxxx, Xxxxx Xxxxxxxxx Xxxxxx Brothers Inc. 12th Floor 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000, XXXXXXXXX: Xxxxxxxxx Operations, (212) 469-0900 Attention6359, telecopier: (212) 469-6333, and one copy to: Pam Kendall, Deutsche Bank Securities Inc., 31 W. 52nd Street, New York, New Xxxx, 00000, (000) 000-0000, xxxxxxxxxx: (000) 469-8173; if to First Union Securities, Inc., to: 301 South College Street DC8, Charlxxxx, Xxxxx Xxxxxxxx 00000, Xxxxxxxxx: Xxxxxxxxx Xxxxxxxxxx, (212) 469-6359, telecopier: (212) 400-0000; xx xx Goldman, Sachs & Co., to: 85 Broad Xxxxxx, Nxx Xxrk, Xxx Xxxx 00000, Xxxxxxxxx: Xxxxxx Xxxxxxxxxx - Xxedit Control - Medium-Term Note Department In Notes, (212) 902-0346, xxxxxxpier: (212) 346-2793; if to Lehman Brothexx Inc., to: 3 World Financial Center, Debt Capital Markets - 9th Floor, New York, New York 10285, (212) 526-2301, telecopier (212) 526-1578; if to SG Cowen Xxxxxxxies Corporation to: 1221 Avenue of the Xxxxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxxion: Edward Lascala, Capital Markets, (200) 278-5718, telecopier: (212) 278-5099; if to Warburg Dillon Read LLC, to: 677 Washington Blvd., Stamford, Xxxxxxxxxxx 00000, Xxxxxxxxx: Xxxx Xxxxxxxxx, (000) 719-1088, telecopier (203) 719- 0495; if to the Senior Trustee, to: The Bank of New York to: 101 Barcxxx Xxxxxx, 00X, Xxx Xxxx, Xxx Xxxx 00000, (212) 815-6285, telecopier (212) 815-5915; and if to the Subordinated Trustee, to: Harris Trust and Savings Bank, 311 W. Monroe Street, 12th Floor, Cxxxxxx, Illinois 60603, (312) 461-2527, telecopier (312) 461-3525. For record keeping purposes, one copy of each such amendment or supplement shall also be mailed or telecopier to Sidley & Austin, Bank One Plaza, 10 South Dearborn Street, Chicago, Xxxxxxxx 00000, Xxxxxxxxx: Xxxx X. Xxxx, (000) 003-2145, xxxxxxpier: (312) 853-7036. Xx xxe event that at the time the solicitation of offers to purchase from the Company is suspended (other than to establish or change interest rates or formulas, maturities, prices or other similar variable termsterms with respect to the Notes) there shall be any orders outstanding offers to purchase Notes that have been accepted by the Company which have not been settled, the Company will promptly advise the Agents Offering Agent and the Trustee whether such orders offers may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such ordersoffers. 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 offers may not be settled or that copies of such Prospectus may not be so delivered. Delivery of ProspectusProspectus and applicable Pricing Supplement: A copy of the most recent Prospectus and the applicable Pricing Supplement, which pursuant to Rule 434 may be delivered separately from the Prospectus, Prospectus Supplement and Pricing Supplement must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer an investor or his other purchaser or its agent and (b) the delivery of Notes to a customer an investor or his other purchaser or its agent. Authenticity of Signatures: The Agents will have no obligations obligation or liability to the Company Company, the Senior Trustee or the Subordinated Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the either Trustee on any Note.

Suspension of Solicitation; Amendment or Supplement. The Company may instruct the Agents to suspend solicitation of purchases offers to purchase Notes at any time. Upon receipt of such instructions instructions, the Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised them the Agents that solicitation of offers to purchase may be resumed. If the Company decides to amend or supplement the Registration Statement (including incorporating any documents by reference therein) or supplement any of such documents the Prospectus (other than to establish or change interest rates or formulas, maturities, prices or other similar variable termsterms with respect to the Notes), it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the proposed amendment (including any document proposed to be incorporated by reference therein) or supplement. One copy Copies of such filed document, along with a copy of the cover letter sent to the Commission, amendment or supplement will be delivered or mailed to the Agents Agents, their counsel and the Trustee in quantities which such parties may reasonably request at the following respective addresses: Xxxxxx Xxxxxxx Xxxxx & Co. LLC, 0000 Xxxxxxxx, Xxxxx 00, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxx, Telecopy No.: (212) 507‑2926; if to ANZ Securities, Inc., 000 Xxxx Xxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Debt Capital Markets, Telecopy No.: (000) 000 0000; if to Banca IMI S.p.A., Xxxxx Xxxxxxxx 0, 20121 Milano, Attention: DCM Corporate Group; Xx Xxx Xxxxxxx, Telecopy No.: +00 00 0000 0000 / (000) 000 0000; if to Xxxxx Xxxxxxxx XXX X.X., Xxxxxxx Xxxxxxxx, 0000, 0x andar, CEP 01331-040, São Paulo, SP, Brasil, Attention: Fixed Income Division, Telecopy No.: +00 00 0000 0000; if to BB Securities Ltd., 4th Floor, Pinners Hall, 105-108 Xxx Xxxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx, Attention: Operations Department, Telecopy No.: +00 (0)00 0000 0000; if to Citigroup Global Markets Inc., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Transaction Execution Group, Telecopy No.: +0 000 000 0000; if to Commerzbank AG, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000-0000, Attention: Xxxxx X. Xxxxxxx, Telecopy No.: (000) 000-0000; if to Credit Agricole Securities (USA) Inc., 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, Attention: Fixed Income Syndicate, Telecopy No.: 000-000-0000; if to Credit Suisse Securities (USA) LLC, 00 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Short Term Products Group; if to Deutsche Bank Securities Inc., 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Debt Capital Markets Syndicate, with a copy to General Counsel, Telecopy No.: (000) 000-0000 & (000) 000-0000; if to Xxxxxxx, Sachs & Co., 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Registration Department, Telecopy No.: (000) 000-0000; if to HSBC Securities (USA) Inc., 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Transaction Management Group, Telecopy No.: (000) 000-0000; if to X.X. Xxxxxx Securities LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: High Grade Syndicate Desk, Telecopy No.: (000) 000-0000; if to Lloyds Securities Inc., 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, Attention: Fixed Income, Telecopy No.: (000) 000-0000; if to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated World Financial CenterIncorporated, North Tower 000 Xxxxx Bank of America Tower, One 00 Xxxxxx New YorkXxxx, New York 10281 Attention: MTN Product Management Xxxxxxx Xxxxx Xxxxxx Inc. 42nd Floor Seven World Trade Center New YorkXX0-000-00-00, New York 10048 Xxx Xxxx, Xxx Xxxx 00000, Attention: Medium-Term Note Department Xxxxxx Xxxxxxx & Co. Incorporated 1585 BroadwayDesk, 2nd Floor Telecopy No.: (000) 000-0000; if to RBC Capital Markets, LLC, 000 Xxxxx Xxxxxx, 8th Floor, New York, New York 10036 NY 10281, Attention: Manager - Continuously Offered Products Chase Transaction Management Group/Xxxxx Xxxxxxxx, Telecopy No.: 000-000-0000; if to RBS Securities Inc. Inc., 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, XX 00000, Attention: Xxxx Xxxxxx, Telecopy No.: (000) 000-0000; if to SMBC Nikko Securities America Inc., 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 XX 00000, Attention: Medium-Term Note Desk NationsBanc Xxxxxxxxxx Securities LLC Xxxxxxxxx Xxxxxx; if to UniCredit Capital Markets LLC, 000 Xxxxx Xxxxx Xxxxxx Charlotte, N.C. 28255 Attention: Debt Financing Group/ Medium-Term Note Department Xxxxxxx, Xxxxx & Co. 00 Xxxxx XxxxxxXxxx 00xx xxxxxx, 00xx Xxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 XX 00000, Attention: Medium Term Note Desk/Xxxx Xxxx, Telecopy No.: (000) 000-0000; if to U.S. Bancorp Investments, Inc., 000 X. Xxxxx Street, 26th Floor, Charlotte, NC 28202, Attention: Xxxxx Xxxxxxx, Telecopy No.: 0 (000) 000-0000; and if to the Trustee, to: The Bank of New York Mellon, Corporate Trust Administration, 000 Xxxxxxx Xxxxxx - 7W, New York, NY 10286. For record keeping purposes, one copy of each such amendment or supplement shall also be mailed, electronically delivered or telecopied to Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx Xxxxxxxxx Xxxxxx Brothers Inc. 12th Floor 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0900 , Attention: MediumXxxx X. Xxxxxx, Esq., (000) 000-Term Note Department In 0000, Telecopy No.: (646) 000-0000.Xx the event that at the time the solicitation of offers to purchase from the Company is suspended (other than to establish or change interest rates or formulas, maturities, prices or other similar variable termsterms with respect to the Notes) there shall be any orders outstanding offers to purchase Notes that have been accepted by the Company which have not been settled, the Company will promptly advise the Agents Offering Agent(s) and the Trustee whether such orders offers may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such ordersoffers. 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 offers may not be settled or that copies of such Prospectus may not be so delivered. Delivery of ProspectusProspectus and applicable Pricing Supplement: A copy of the most recent Prospectus and the applicable Pricing Supplement, which pursuant to Rule 434 may be delivered separately from the Prospectus, Prospectus Supplement and Pricing Supplement must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer an investor or his other purchaser or its agent and (b) the delivery of Notes to a customer an investor or his other purchaser or its agent. Authenticity of Signatures: The Agents will have no obligations obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note.

Suspension of Solicitation; Amendment or Supplement. The Company may instruct the Agents to suspend solicitation of purchases at any time. Upon receipt of such instructions the Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised them that solicitation of offers to purchase may be resumed. If the Company decides to amend the Registration Statement (including incorporating any documents by reference therein) or supplement any of such documents (other than to change rates or other variable terms)documents, it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the proposed amendment (including any document proposed to be incorporated by reference therein) or supplement. One copy of such filed document, along with a copy of the cover letter sent to the Commission, will be delivered telecopied or mailed to the Agents at the following respective addresses: Xxxxxxx Xxxxx & Co. Xxxxxxx LynchSalomon Brothers Inc, Pierce, Xxxxxx & Xxxxx Incorporated World Financial Center, North Tower 000 Xxxxx Xxxxxx New York, New York 10281 Attention: MTN Product Management Xxxxxxx Xxxxx Xxxxxx Inc. 42nd Floor Seven World Trade Center New York, New York 10048 Attention: Medium-Term Note Department Xxxxxx Xxxxxxx & Co. Incorporated 1585 Broadway, 2nd Floor New York, New York 10036 Attention: Manager - Continuously Offered Products Chase Securities Inc. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Medium-Term Note Desk NationsBanc Xxxxxxxxxx Securities LLC 000 Xxxxx Xxxxx Xxxxxx Charlotte, N.C. 28255 Attention: Debt Financing Group/ Medium-Term Note Department Xxxxxxx, Xxxxx & Co. 00 Xxxxx XxxxxxCenter, 00xx Xxxxx Xxx XxxxXxxxx, Xxx Xxxx 00000 Attention: Medium Term Note Desk/Xxxxx Xxxxxx, Xxxxx Xxxxxxxxx Xxxxxx Brothers Inc. 12th Floor 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000, Telecopy: (000) 000-0900 0000, Attention: MediumLegal Department - Xxxxxxxx Xxxxxxxx; X.X. Xxxxxxx & Sons, Inc., Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, Telecopy: (000) 000-Term Note Department 0000, Attention: Debt Syndicate -- Xxxxx Xxxx-Xxxxxxxxx; and to Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated, World Financial Center, North Tower, 10th Floor, New York, New York 10281-1310, Attention: MTN Product Management, Telecopy: (000) 000-0000. A copy of such filed document should also be telecopied or mailed to Winthrop, Stimson, Xxxxxx & Xxxxxxx, Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq., Telecopy: (000) 000-0000. In the event that at the time the solicitation of offers to purchase from the Company is suspended (other than to change interest rates or other variable terms) there shall be any orders outstanding which have not been settled, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. 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. Delivery of Supplemented Prospectus: A copy of the most recent Prospectus, Supplemented Prospectus Supplement and Pricing Supplement must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer or his the agent of such customer, and (b) the delivery of Notes to a customer or his agentthe agent of such customer. Authenticity of Signatures: The Agents will have no obligations or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note.:

Suspension of Solicitation; Amendment or Supplement. The Company may instruct the Agents to suspend solicitation of purchases offers to purchase Notes at any time. Upon receipt of such instructions instructions, the Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised them the Agents that solicitation of offers to purchase may be resumed. If the Company or the Guarantor decides to amend or supplement the Registration Statement (including incorporating any documents by reference therein) or supplement any of such documents the Prospectus (other than to establish or change interest rates or formulas, maturities, prices or other similar variable termsterms with respect to the Notes), it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the proposed amendment (including any document proposed to be incorporated by reference therein) or supplement. One copy Copies of such filed document, along with a copy of the cover letter sent to the Commission, amendment or supplement will be delivered or mailed to the Agents Agents, their counsel and the Trustee in quantities which such parties may reasonably request at the following respective addresses: Xxxxxxx Xxxxx & Co. Xxxxxxx Lynch[name/address], Pierce, Xxxxxx & Xxxxx Incorporated World Financial Center, North Tower 000 Xxxxx Xxxxxx New York, New York 10281 Attention: MTN Product Management Xxxxxxx Xxxxx Xxxxxx Inc. 42nd Floor Seven World Trade Center New York[name/phone], New York 10048 telecopier [fax]; [name/address], Attention: Medium-Term Note Department Xxxxxx Xxxxxxx & Co. Incorporated 1585 Broadway[name/phone], 2nd Floor New Yorktelecopier [fax]; [name/address], New York 10036 [name/address], Attention: Manager - Continuously Offered Products Chase Securities Inc. [name], telecopier [fax]; [name/address], Attention: [name/phone], telecopier [fax]; [name/address], [name/address], Attention: [name], telecopier [fax]; and [name/address], Attention: [name/phone], telecopier [fax]; [name/address], [name/address], Attention: [name], telecopier [fax]; and if to the Trustee (or Chase), to: 000 Xxxx X. 00xx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 00000, Attention: MediumCapital Markets Fiduciary Services, (000) 000-Term Note Desk NationsBanc Xxxxxxxxxx Securities LLC 000 Xxxxx Xxxxx 0000, telecopier: (000) 000-0000. For record keeping purposes, one copy of each such amendment or supplement shall also be mailed or telecopied to each of Xxxxxx CharlotteXxxx & Priest LLP, N.C. 28255 Attention: Debt Financing Group/ Medium-Term Note Department Xxxxxxx, Xxxxx & Co. 00 Xxxxx Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Medium Term Note Desk/Xxxxx Xxxxxx, Xxxxx Xxxxxxxxx Xxxxxx Brothers Inc. 12th Floor 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0900 0000, Attention: MediumXxxxxxxxx X. Xxxx, Esq., (000) 000-Term Note Department 0000, telecopier: (000) 000-0000 and Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx X. Xxxxxx, Esq., (000) 000-0000, telecopier: (000) 000-0000. In the event that at the time the solicitation of offers to purchase from the Company is suspended (other than to establish or change interest rates or formulas, maturities, prices or other similar variable termsterms with respect to the Notes) there shall be any orders outstanding offers to purchase Notes that have been accepted by the Company which have not been settled, the Company will promptly advise the Agents Offering Agent and the Trustee whether such orders offers may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such ordersoffers. 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 offers may not be settled or that copies of such Prospectus may not be so delivered. Delivery of ProspectusProspectus and applicable Pricing Supplement: A copy of the most recent Prospectus and the applicable Pricing Supplement, which pursuant to Rule 434 may be delivered separately from the Prospectus, Prospectus Supplement and Pricing Supplement must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer an investor or his other purchaser or its agent and (b) the delivery of Notes to a customer an investor or his other purchaser or its agent. Authenticity of Signatures: The Agents will have no obligations obligation or liability to the Company Company, the Guarantor or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company Company, the Guarantor or the Trustee on any NoteNote or Guarantee.