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, it will promptly furnish the Agents and their counsel with copies of the 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 telecopied or mailed to the Agents at the following respective addresses: Salomon Brothers Inc, Seven World Trade Center, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Telecopy: (000) 000-0000, Attention: Legal Department - Xxxxxxxx Xxxxxxxx; X.X. Xxxxxxx & Sons, Inc., Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, Telecopy: (000) 000-0000, 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 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 Supplemented Prospectus must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer or the agent of such customer, and (b) the delivery of Notes to a customer or the agent of such customer. Authenticity of Signatures:

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 or the Prospectus (including incorporating any documents by reference therein) other than an amendment or supplement any providing solely for a change in interest rates or made by the filing of such documents, documents incorporated by reference) it will promptly 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 telecopied delivered or mailed to the Agents Agents, their counsel, the Trustee and the Issuing Agent at the following respective addresses: Salomon Brothers IncMTN Product Management, Seven World Trade Center, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Telecopy: (000) 000-0000, Attention: Legal Department - Xxxxxxxx Xxxxxxxx; X.X. Xxxxxxx & Sons, Inc., Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, Telecopy: (000) 000-0000, Attention: Debt Syndicate -- Xxxxx Xxxx-Xxxxxxxxx; and to Xxxxxxx Xxxxx Merrill Lynch & Co., Xxxxxxx LynchMerrill Lynxx Xxxxd Xxxxquarters, Xxxxxx, Xxxxxx & Xxxxx IncorporatedXxxxx, World Financial Center, North Tower, 10th Floor, New York, New York 1028110231-1310, Attention: MTN Product Management(212) 449-7476, Telecopytelecopier: (000212) 000-0000. A copy of such filed document should also be telecopied or mailed to Winthrop; Xxase Securities, StimsonInc., Xxxxxx & Xxxxxxxto: 1 Chase Manhattan Plaza, Xxx Xxxxxxx Xxxx Xxxxx15th Flxxx, Xxx Xxxx, Xxx Xxxx 00000, AttentionXxxxxxxxx: Xxxxx X. XxxxxXxxxxx-Xxxx Xote Desk, Esq(212) 552-2969, telecopier: (210) 000-0000; Xoldman, Sachs & Xx., Telecopyxx: 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 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. In the event that 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, maturities, prices or other similar variable terms 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 Supplemented ProspectusProspectus and applicable Pricing Supplement: A copy of the most recent Supplemented Prospectus 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 the other purchaser or its agent of such customer, and (b) the delivery of Notes to a customer an investor or the agent of such customerother purchaser or its agent. Authenticity of Signatures:: The Agents will have no obligations or liability to the Company, the Trustee or the Issuing Agent in respect of the authenticity of the signature of any officer, employee or agent of the Company, the Trustee or the 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 or the Prospectus (including incorporating any documents by reference therein) other than to establish or supplement any of such documentschange interest rates or formulas, maturities, prices or other similar variable terms 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 telecopied 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: Salomon Brothers Inc[name/address], Seven World Trade CenterAttention: [name/phone], 00xx Xxxxxtelecopier [fax]; [name/address], Xxx XxxxAttention: [name/phone], Xxx 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 Xxxx 00000, TelecopyXxxxxxxxx: Xxxxxxxxx Xxxxxxx Xxministration, (212) 946-3487, telecopier: (000212) 000946-8159. 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, Nex Xxxx 00000-0000, Attention: Legal Department - Xxxxxxxx Catherine C. Hood, and Sullivan & Xxxxxxxx; X.X. Xxxxxxx & Sons, Inc.000 Xxoad Street, Xxw Yxxx, Xxx Xxxxx Xxxxxxxxx XxxxxxYxxx 00000, Xxxxxxxxx: Xxxxxx X. Xxxxx, Xx. Xxxxx, Xxxxxxxx 00000, Telecopy: (000) 000-0000, 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(212) 558- 0000, xxxxxxxxer: (000212) 000558-00003588. 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 terms 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 Supplemented ProspectusProspectus and applicable Pricing Supplement: A copy of the most recent Supplemented Prospectus and the applicable Pricing Supplement, which pursuant to Rule 434 may be delivered separately from the Prospectus, must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer an investor or the other purchaser or its agent of such customer, and (b) the delivery of Notes to a customer an investor or the agent of such customer. Authenticity of Signatures:other purchaser or its agent.

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 or the Prospectus (including incorporating any documents by reference therein) other than to establish or supplement any of such documentschange interest rates or formulas, maturities, prices or other similar variable terms with respect to the Notes), it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the 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 telecopied 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: Salomon Brothers IncMerrill Lynch & Co., Seven World Trade Financiax Center, 00xx North Tower, 15th Floor, New York, New York 10281-1315, Attention: MTN Product Management, (212) 449-7476, telecopier: (212) 449-2234; if to Banc of America Securities LLC, to: 100 North Tryon Street, Xxxxxxxxx, North Carolina 28255, Attention: Lynn McCxxxxxx, Xxxxxxxx: XX0000-00-00, xxxxxxxxxr (704) 388-9939; if to Chase Securities, Inc., to: 270 Park Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, TelecopyXxxxxxion: Medium-Term Note Desk - Peter Todd, (212) 834-4421, telecopier: (000212) 000834-0000, Attention: Legal Department - Xxxxxxxx Xxxxxxxx6081; X.X. Xxxxxxx & Sons, if to Deutsche Morgan Grenfell Inc., Xxx Xxxxx Xxxxxxxxx Xxxxxxone copy to: Xxxxxxxx Xxxx Securities Inc., Xx. Xxxxx1290 Avenue of the Americas, Xxxxxxxx 00000, Telecopy: (000) 000-0000, 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 6th Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, AttentionXXXXXXXXX: Xxxxx X. XxxxxXxxxxxxxx Operations, Esq.(212) 469-6359, Telecopytelecopier: (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 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. In the 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 terms 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 Supplemented ProspectusProspectus and applicable Pricing Supplement: A copy of the most recent Supplemented Prospectus and the applicable Pricing Supplement, which pursuant to Rule 434 may be delivered separately from the Prospectus, must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer an investor or the other purchaser or its agent of such customer, and (b) the delivery of Notes to a customer an investor or the agent of such customerother purchaser or its agent. Authenticity of Signatures:: The Agents will have no obligation or liability to the 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 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 or the Prospectus (including incorporating any documents by reference therein) other than to establish or supplement any of such documentschange interest rates or formulas, maturities, prices or other similar variable terms 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 telecopied 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: Salomon Brothers Inc, Seven World Trade Center, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Telecopy: (000) 000-0000, Attention: Legal Department - Xxxxxxxx Xxxxxxxx; X.X. Xxxxxxx Merrxxx Xxxcx & Sons, Inc., Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, Telecopy: (000) 000-0000, Attention: Debt Syndicate -- Xxxxx Xxxx-Xxxxxxxxx; and to Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx IncorporatedXo., World Financial Center, North Tower, 10th Floor, New York, New York 10281-1310, Attention: MTN Product Management, Telecopy(212) 000-0000, xxlecopier: (212) 000-0000; First Chicago Capital Exhibit C, Page 10 45 Markets, Inc., Address, Attention: Corporate Securities Structuring, (312) 000-0000, xxlecopier: (312) 000-0000; NationsBanc Montxxxxxx Xxxurities LLC, 100 Xxxxx Xxxxx Xxxxxx, 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. A Xor record keeping purposes, one copy of each such filed document should amendment or supplement shall also be mailed or telecopied or mailed to WinthropMayex, StimsonXxown & Platx, Xxxxxx & 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxxxx 00000, Attention: Xxxxx Edwaxx X. XxxxxXxxx, EsqXxq., Telecopy(312) 000-0000, telecopier: (000312) 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 terms 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 Supplemented ProspectusProspectus and applicable Pricing Supplement: A copy of the most recent Supplemented Prospectus and the applicable Pricing Supplement, which pursuant to Rule 434 may be delivered separately from the Prospectus, must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer an investor or the other purchaser or its agent of such customer, and (b) the delivery of Notes to a customer an investor or the agent of such customerother purchaser or its agent. Authenticity of Signatures:: The Agents will have no 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 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, it will promptly furnish to the Agents and their counsel with copies of Registration Statement or the amendment (including any document proposed Prospectus required 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 telecopied 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: Salomon Brothers Inc, Seven World Trade Center, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Telecopy: (000) 000-0000, Attention: Legal Department - Xxxxxxxx Xxxxxxxx; X.X. Xxxxxxx & Sons, Inc., Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, Telecopy: (000) 000-0000, Attention: Debt Syndicate -- Xxxxx Xxxx-Xxxxxxxxx; and if to Xxxxxxx Xxxxx & Co., Xxxxxxx Merrxxx Lynch, XxxxxxPierxx, Xxxxxx Xxnnxx & Xxxxx IncorporatedXmitx Xxxorporated, World Financial Center, North Tower, 10th Floor, New York, New York 10281-1310, Attention: MTN Product Management, Telecopy: (000212) 000-0000. A copy of such filed document should also be telecopied or mailed , xxlecopier: (212) 449-2234; if to WinthropJ.P. Xxxxxx Xxxurities Inc., StimsonMedium Term Note Desk - 3rd Floor, Xxxxxx & Xxxxxxx, Xxx Xxxxxxx Xxxx Xxxxx60 Wxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq., Telecopy: (000012) 000-0000, 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: 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 terms 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 Supplemented ProspectusProspectus and applicable Pricing Supplement: A copy of the most recent Supplemented Prospectus and the applicable Pricing Supplement, which pursuant to Rule 434 may be delivered separately from the Prospectus, must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer an investor or the other purchaser or its agent of such customer, and (b) the delivery of Notes to a customer an investor or the agent of such customer. Authenticity of Signatures:other purchaser or its agent.

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 documentsdocuments (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 telecopied 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 Salomon Brothers Inc, Inc 31st Floor Seven World Trade CenterCenter New York, 00xx XxxxxNew York 10048 Attention: Medium-Term Note Department BancAmerica Xxxxxxxxx Xxxxxxxx 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: MTN Product Management, Xxxxxxx Xxxxx Chase Securities Inc. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Medium-Term Note Desk Xxxxxx Brothers Inc. 12th Floor 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000, Telecopy: (000) 000-0000, 0900 Attention: Legal Medium-Term Note Department - Xxxxxxxx Xxxxxxxx; X.X. Xxxxxxx Xxxxxxx, Xxxxx & Sons, Inc., Xxx Co. 00 Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, Telecopy: (000) 000-0000, Attention: Debt Syndicate -- 00xx 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, 00000 Attention: Medium Term Note Desk/Xxxxx X. XxxxxXxxxxx, Esq., Telecopy: (000) 000-0000. Xxxxx Xxxxxxxxx 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 Supplemented 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 the his agent of such customer, and (b) the delivery of Notes to a customer or the agent of such customerhis 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 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, it will promptly furnish to the Agents and their counsel with copies of Registration Statement or the amendment (including any document proposed Prospectus required 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 telecopied 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: Salomon if to Lehman Brothers IncInc., Seven 3 World Trade Financial Center, 00xx Xxxxxxloor, Xxx XxxxNew York, Xxx Xxxx 00000, Telecopy: (000) 000New York 10285-00001200, Attention: Legal Department - Xxxxxxxx Xxxxxxxx; X.X. Xxxxxxx & SonsMedium-Term Note Department,(212) 526-2040, Inc., Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, Telecopytelecopier: (000212) 000-0000, Attention: Debt Syndicate -- Xxxxx Xxxx-Xxxxxxxxx528- 1718; and to if xx Xxxxxxx Xxxxx Xxxch & Co., Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated, World Financial Center, North TowerNorxx Xxxxr, 10th 00xh Floor, New York, New York 10281-1310, Attention: MTN Product Management, Telecopy(212) 449-7476, telecopier: (212) 449-2234; if to Morgan Stanley & Co., Morgxx Xxxxxxx & Xo. Incorxxxxxxd, 0000 Broadway, 0xx fxxxx, Xew York, New York 10036, Xxxxxxxxx: Xxxxxx-Xxxx Xxxx Xxxxxxx Xxxx, 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: MTN Department, Telephone No.: (212) 783- 5897, Telecopy No.: (212) 783-2274; and if to Smith Barney Inc., 1340 Xxxxxx xx xxe Americas, 00xx Xxxxx, New Yorx, Xxx Xxxx 00000, Xxxxxxxxx: Xxxxx Xxxxxxxx, Xxxxxxxxx: (000) 723-7597, Telexxxx Xx.: (000) 723-8812; anx xx xx xxx Xxustee, to: State Xxxxxx Xxxx and Trust Company, Two International Place, Boston, Massachusetts 02110, Attention: Corporate Trust Department, (617) 664-5602, 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) 000-0000. 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) 000-00000599. 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 terms 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 Supplemented Prospectus: A copy of the most recent Supplemented Prospectus must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer or the agent of such customer, and (b) the delivery of Notes to a customer or the agent of such customer. Authenticity of Signatures:.

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 or the Prospectus (including incorporating any documents by reference therein) other than to establish or supplement any of such documentschange interest rates or formulas, maturities, prices or other similar variable terms 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 telecopied 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: Salomon Brothers Incif to Xxxxxxx Lynch, Seven World Trade CenterPierce, 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 XxxxxXxxxxx, Xxx Xxxx, Xxx Xxxx 0000000000 Attention: Corporate Trustee, TelecopyDepartment B Tel: (000) 000-0000, Attention: Legal Department - Xxxxxxxx Xxxxxxxx; X.X. Xxxxxxx & Sons, Inc., Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, Telecopy: (000) 000-0000, Attention0000 Fax: 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 000-0000 For record keeping purposes, one copy of each such filed document should amendment or supplement shall also be mailed or telecopied or mailed to Winthropto: Xxxxxx Xxxx & Priest LLP, Stimson, 00 Xxxx 00xx Xxxxxx & Xxxxxxx, Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq., Telecopy: (000) 000-0000. 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 Xxxxx Xxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000-0000 Attention: MTN Product Management Tel: 000-000-0000 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 terms 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 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 Supplemented Prospectus: A copy of the most recent Supplemented Prospectus must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer or the agent of such customer, and (b) the delivery of Notes to a customer or the agent of such customer. Authenticity of Signatures:Rule 424(b).

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 or the Prospectus (including incorporating any documents by reference therein) other than to establish or supplement any of such documentschange interest rates or formulas, maturities, prices or other similar variable terms 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 telecopied 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: Salomon Brothers Incif to Xxxxxxx Xxxxx Barney, Seven World Trade Centerto: 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx, 00000. Attn: Xxxxxx Xxxxxx Tel: 000-000-0000 Fax: 000-000-0000; and if to Banc of America Securities LLC, to: Bank America Corporate Center NC 1-007-07-01 000 Xxxxx Xxxxx Xxxxxx, 7th Floor Charlotte, North Carolina 28255-001 Attn: Xxxx X. XxXxxxxxx Tel: 000-000-0000 Fax: 000-000-0000; and if to the Trustee, to: 000 Xxxx 00xx XxxxxXxxxxx, Xxx Xxxx, Xxx Xxxx 0000000000 Attention: Corporate Trustee, TelecopyDepartment B Tel: (000) 000-0000, Attention: Legal Department - Xxxxxxxx Xxxxxxxx; X.X. Xxxxxxx & Sons, Inc., Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, Telecopy: (000) 000-0000, Attention0000 Fax: 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 000-0000 For record keeping purposes, one copy of each such filed document should amendment or supplement shall also be mailed or telecopied or mailed to Winthropto: Xxxxxx Xxxx & Priest LLP, Stimson, 00 Xxxx 00xx Xxxxxx & Xxxxxxx, Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq., Telecopy: (000) 000-0000. Attention: Xxxxxxx X. Xxxxxxxxxxx, Xx. Esq. Tel: 000-000-0000 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 terms 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 Supplemented ProspectusProspectus and applicable Pricing Supplement: A copy of the most recent Supplemented Prospectus and the applicable pricing supplement, which pursuant to Rule 434 may be delivered separately from the Prospectus, must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer an investor or the other purchaser or its agent of such customer, 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 agent terms in effect when the order was placed. Subject to "Suspension of such customer. Authenticity of Signatures:Solicitation; Amendment or Supplement" above, each Agent will deliver a Prospectus, Prospectus Supplement and Pricing Supplement as herein described with respect to each 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 that solicitation of offers to purchase may be resumed. If the Company decides to amend or supplement the Registration Statement or the Prospectus (including incorporating any documents by reference therein) other than to establish or supplement any of such documentschange interest rates, maturities, prices or other similar variable terms 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 telecopied delivered or mailed to the Agents Agents, their counsel and the Trustee at the following respective addresses: Salomon Brothers Incto Merrxxx Lyncx & Xo. at MTN Product Management, Seven Merrxxx Xxxcx & Xo., Merrxxx Xxxcx Xxxld Headquarters, North Tower, World Trade Financial Center, 00xx 10th Floor, New York, New York 10281- 1310, telephone: (212) 000-0000, xxlecopier: (212) 449- 2234; to Smitx Xxxxxx Xxx., at 390 Xxxxxxxxx Xxxxxx -- 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, TelecopyXxtention: MTN Product Management/Origination -- Mark X. Xxxxx, xxlephone: (000212) 723-5123, telecopier: (212) 000-0000; xx Donaxxxxx, Attention: Legal Department - Xxxxxxxx Xxfkxx & Jenrxxxx Xxxurities Corporation at 140 Xxxxxxxx; X.X. Xxxxxxx & Sons, Inc., Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, Telecopy: (000) 000-0000, 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 00000-0000, Xxtention: Syndicate Department, telephone: (212) 000-0000, xxlecopier: (212) 000-0000; xx First Chicago Capital Markets, Inc., at Operations Manager, Medium-Term 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: Xxxxx 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. XxxxxXxxx, EsqXxq., Telecopytelephone: (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, maturities, prices or other similar variable terms 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 Supplemented ProspectusProspectus and applicable Pricing Supplement: A copy of the most recent Supplemented Prospectus 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 the other purchaser or its agent of such customer, and (b) the delivery of Notes to a customer an investor or the agent of such customerother 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 relating to the Notes other than to change rates or other variable terms with respect to the offering of such documentsthe Notes), it will promptly advise the 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 telecopied delivered or mailed to the Agents at the following respective addresses: Salomon Brothers IncCitigroup Global Markets Inc., Seven World Trade Center000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, TelecopyAttention: (000) 000Medium-Term Note Department; Barclays Capital Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: MTN Trading; BNP Paribas Securities Corp., 000 Xxxxxxx Xxxxxx, 00xx Xxxxx; Attention: Debt Capital Markets; McDonald Investments Inc., 000 Xxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxx, XX 00000, Attention: Debt Capital Markets; or Xxxxx Fargo Brokerage Services, LLC, MAC N9303-097, 000 Xxxxxx Xxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxxxxx, XX 00000-0000, Attention: Legal Department - Xxxxxxxx Xxxxxxxx; X.X. Xxxxxxx & SonsXxx Xxxxx. For record keeping purposes, Inc., Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, Telecopy: (000) 000-0000, Attention: Debt Syndicate -- Xxxxx Xxxx-Xxxxxxxxx; and one copy of each such amendment or supplement shall also be mailed or telecopied to Xxxxxxx Sidley Xxxxxx Xxxxx & Co.Xxxx LLP, 000 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 Xxxxxx X. XxxxxXxxxxxxx, Esq., Telecopy(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) 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 Supplemented Prospectus: A copy of the most recent Supplemented Prospectus must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer or the agent of such customer, and (b) the delivery of Notes to a customer or the agent of such customer. Authenticity of Signatures:.

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 relating to the Notes other than to change rates or other variable terms with respect to the offering of such documentsthe Notes), it will promptly advise the 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 telecopied delivered or mailed to the Agents at the following respective addresses: Salomon Brothers IncXxxxxxx, Seven Xxxxx & Co., Xxxxxxx, Sachs & Co., 00 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX, 00000, Attention: Xxx Xxxxxxxxxxx; Banc of America Securities LLC, Banc of America Securities, NC1-007-07-01, 000 Xxxxx Xxxxx Xxxxxx, 7th Floor, Charlotte, NC 28255, Attention: Medium-Term Note Product Management; MTN Product Management, Xxxxxxx Xxxxx Money Markets North Tower, World Trade Financial Center, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, Telecopy: (000) 000-0000; Xxxxxx Xxxxxxx & Xx., Xxxxxxxx, Xxx Xxxx, XX 00000, Attention: Legal Department - Xxxxxxxx XxxxxxxxManager-Continuously Offered Products; X.X. or Xxxxxxx Xxxxx Barney Inc., 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX, Attention: Medium-Term Note Department. For record keeping purposes, one copy of each such amendment or supplement shall also be mailed or telecopied to Xxxxx & Sons, Inc.Xxxx LLP, Xxx Xxxxx Xxxxxxxxx Xxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, Telecopy: (000) 000-0000, 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 Xxxxxx X. XxxxxXxxxxxxx, Esq., Telecopy(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) 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 Supplemented Prospectus: A copy of the most recent Supplemented Prospectus must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer or the agent of such customer, and (b) the delivery of Notes to a customer or the agent of such customer. Authenticity of Signatures:.

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 or the Prospectus (including incorporating any documents by reference therein) other than to establish or supplement any of such documentschange interest rates or formulas, maturities, prices or other similar variable terms 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 telecopied 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: Salomon Brothers IncXxxxxx Xxxxxxx & Co. LLC, Seven World Trade Center0000 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, Xxx Xxxx XX 00000, TelecopyAttention: Debt Capital Markets, Telecopy No.: (000) 000-000 0000; if to Banca IMI S.p.A., Xxxxx Xxxxxxxx 0, 20121 Milano, Attention: Legal Department - Xxxxxxxx XxxxxxxxDCM Corporate Group; X.X. Xxxxxxx & SonsXx Xxx Xxxxxxx, Inc., Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, TelecopyTelecopy No.: +00 00 0000 0000 / (000) 000000 0000; if to Xxxxx Xxxxxxxx XXX X.X., Xxxxxxx Xxxxxxxx, 0000, 0x andar, CEP 01331-0000040, São Paulo, SP, Brasil, Attention: Debt Syndicate -- Fixed Income Division, Telecopy No.: +00 00 0000 0000; if to BB Securities Ltd., 4th Floor, Pinners Hall, 105-108 Xxx Xxxxx Xxxx-Xxxxxxxxx; and to Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx IncorporatedXX0X 0XX, World Financial Center, North Tower, 10th Floor, New York, New York 10281-1310Xxxxxx Xxxxxxx, Attention: MTN Product ManagementOperations Department, TelecopyTelecopy No.: +00 (000) 000-0)00 0000 0000. A copy of such filed document should also be telecopied or mailed ; if to WinthropCitigroup Global Markets Inc., Stimson, Xxxxxx & Xxxxxxx, Xxx Xxxxxxx Xxxx Xxxxx000 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. XxxxxXxxxxxx, EsqTelecopy No., Telecopy: (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, Bank of America Tower, One 00 Xxxxxx Xxxx, XX0-000-00-00, Xxx Xxxx, Xxx Xxxx 00000, Attention: Medium-Term Note Desk, Telecopy No.: (000) 000-0000; if to RBC Capital Markets, LLC, 000 Xxxxx Xxxxxx, 8th Floor, New York, NY 10281, Attention: Transaction Management Group/Xxxxx Xxxxxxxx, Telecopy No.: 000-000-0000; if to RBS Securities 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, Xxx Xxxx, XX 00000, Attention: Xxxxxxxxx Xxxxxx; if to UniCredit Capital Markets LLC, 000 Xxxx 00xx xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: 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. In 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, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx X. Xxxxxx, Esq., (000) 000-0000, 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 terms 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 Supplemented ProspectusProspectus and applicable Pricing Supplement: A copy of the most recent Supplemented Prospectus and the applicable Pricing Supplement, which pursuant to Rule 434 may be delivered separately from the Prospectus, must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer an investor or the other purchaser or its agent of such customer, and (b) the delivery of Notes to a customer an investor or the agent of such customerother purchaser or its agent. Authenticity of Signatures:: The Agents will have no 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 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, it will promptly furnish to the Agents and their counsel with copies of Registration Statement or the amendment (including any document proposed Prospectus required 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 telecopied 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: Salomon Brothers Inc, Seven World Trade Center, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Telecopy: (000) 000-0000, Attention: Legal Department - Xxxxxxxx Xxxxxxxx; X.X. Xxxxxxx & Sons, Inc., Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, Telecopy: (000) 000-0000, Attention: Debt Syndicate -- Xxxxx Xxxx-Xxxxxxxxx; and if to Xxxxxxx Xxxxx & Co., Xxxxxxx Merrxxx Lynch, XxxxxxPierxx, Xxxxxx Xxnnxx & Xxxxx Xmitx Incorporated, World Financial Center, North Tower, 10th Floor, New York, New York 10281-1310, Attention: MTN Product Management, Telecopy: (000212) 000-0000. A copy of such filed document should also be telecopied or mailed , xxlecopier: (212) 000-0000; xx to WinthropJ.P. Xxxxxx Securities Inc., StimsonMedium Term Note Desk - 3rd Floor, Xxxxxx & Xxxxxxx, Xxx Xxxxxxx Xxxx Xxxxx60 Wxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention(012) 000-0000, telecopier (212) 000-0000 xxx if to the Trustee, to: SunTrust Bank, Atlanta, 58 Xxxxxxxx Xxxxxx, Xxxxx X. Xxxxx000, Esq.Xxxxxxx, TelecopyXxxxxxx 00000, Xxtention: Bryax Xxxxxx, telecopier: (000404) 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: 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 terms 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 Supplemented ProspectusProspectus and applicable Pricing Supplement: A copy of the most recent Supplemented Prospectus and the applicable Pricing Supplement, which pursuant to Rule 434 may be delivered separately from 51 the Prospectus, must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer an investor or the other purchaser or its agent of such customer, and (b) the delivery of Notes to a customer an investor or the agent of such customer. Authenticity of Signatures:other purchaser or its agent.