Common use of Participation of Broker-Dealers in Exchange Offer Clause in Contracts

Participation of Broker-Dealers in Exchange Offer. (a) The Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a "Participating Broker-Dealer") may be deemed to be an "underwriter" within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities. The Company understands that it is the Staff's position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act. (b) In light of the above, and notwithstanding the other provisions of this Agreement, the Company agrees to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement, as would otherwise be contemplated by Section 3(j), for a period of up to 180 days after the last Exchange Date, if requested by one or more Participating Broker-Dealers, in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 6(a) above. The Company further agrees that Participating Broker-Dealers shall be authorized to deliver such Prospectus during such period in connection with the resales contemplated by this Section 6. (c) TIAA shall have no liability to the Company, other than as Holders in accordance with the terms hereof, or any Holder with respect to any request that they may make pursuant to Section 6(b) above. 7.

Participation of Broker-Dealers in Exchange Offer. (a) The Staff has taken Company and the position Guarantor shall indicate in a "Plan of Distribution" section contained in the Exchange Offer Registration Statement that any broker-dealer who holds Registrable Securities that receives Exchange Securities it acquired for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making activities or other trading activities (other than Registrable Securities acquired directly from the Company) (a "Participating Broker-Dealer") may exchange such Registrable Securities pursuant to the Exchange Offer; however, a Participating Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Securities Act and must must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resale resales of such the Exchange Securities. The Company understands that it is Securities received by a Participating Broker-Dealer in the Staff's position that if Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by a Participating Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement includes a plan Statement. Such "Plan of distribution containing a statement Distribution" section shall also contain all other information with respect to the above effect and the means such resales by which Participating Broker-Dealers that the SEC may resell the Exchange Securitiesrequire in order to permit such resales pursuant thereto, without naming the but such "Plan of Distribution" shall not name any Participating Broker-Dealers Dealer or specifying disclose the amount of Exchange Securities owned held by them, such Prospectus may be delivered by any Participating Broker-Dealers Dealer except to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as extent required by the Prospectus otherwise meets the requirements of the Securities ActSEC. (b) In light of the above, and notwithstanding the other provisions of this Agreement, the Company agrees and the Guarantor agree (i) to amend or supplement the Prospectus contained include in the Exchange Offer Registration Statement, as would otherwise be contemplated Statement a Prospectus for use in any resales by Section 3(j), any Participating Broker-Dealer and (ii) to keep such Exchange Offer Registration Statement effective for a period of up to 180 days after the last Exchange DateDate (as such period may be extended pursuant to the penultimate paragraph of Section 4 of this Agreement), if requested by the Initial Purchasers or by one or more Participating Broker-Dealers, in order . The Company and the Guarantor shall provide sufficient copies of the latest version of such Prospectus to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 6(a) above. The Company further agrees that Participating Broker-Dealers shall be authorized to deliver such Prospectus promptly upon request at any time during such 180 day period in connection with the resales contemplated by this Section 6. (c) TIAA shall have no liability order to the Company, other than as Holders in accordance with the terms hereof, or any Holder with respect to any request that they may make pursuant to Section 6(b) above. 7facilitate such resales.

Participation of Broker-Dealers in Exchange Offer. (a) The Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a "“Participating Broker-Dealer"”) may be deemed to be an "“underwriter" ” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities. The Company understands and the Guarantors understand that it is the Staff's ’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act. (b) In light of the above, and notwithstanding the other provisions of this Agreement, the Company agrees and the Guarantors agree to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement, as would otherwise be contemplated by Section 3(j), Statement for a period of up to 180 days after the last Exchange DateDate (as such period may be extended pursuant to Section 3(d) of this Agreement), if requested by one or more Participating Broker-Dealers, in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 6(a4(a) above. The Company and the Guarantors further agrees agree that Participating Broker-Dealers shall be authorized to deliver such Prospectus (or, to the extent permitted by law, make available) during such period (but not thereafter) in connection with the resales contemplated by this Section 64. (c) TIAA The Initial Purchasers shall have no liability to the Company, other than as Holders in accordance with the terms hereof, any Guarantor or any Holder with respect to any request that they may make pursuant to Section 6(b4(b) above. 75.

Participation of Broker-Dealers in Exchange Offer. (a) The Company has been advised that the Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a "“Participating Broker-Dealer"”) may be deemed to be an "“underwriter" ” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities. The Company understands has been advised that it is the Staff's ’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Broker- Dealers may resell the Exchange Securities, without naming the Participating Broker-Broker- Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act. (b) In light of the above, and notwithstanding the other provisions of this Agreement, the Company agrees agrees, if so requested by one or more Holders who is a Participating Broker-Dealer, to amend or supplement use its reasonable best efforts to cause the Prospectus contained in the Exchange Offer Registration Statement, as would otherwise Statement to be contemplated by Section 3(j), amended or supplemented for a period ending on the earlier of up to (i) 180 days after the last date the Exchange DateOffer Registration Statement becomes effective (as such period may be extended pursuant to Section 3(d) hereof) and (ii) the date on which each Participating Broker-Dealer is no longer required to deliver a prospectus in connection with market making or other trading activities, if requested in each case to the extent necessary to ensure that the Exchange Offer Registration Statement is available for resale of the Registrable Securities acquired by one or more the Participating Broker-Dealers. The Company further consents to the delivery of (or, in order to expedite or facilitate the disposition of any Exchange Securities extent permitted by law, agree to make available) such Prospectus by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 6(a) above. The Company further agrees that Participating Broker-Dealers shall be authorized to deliver such Prospectus during such period in connection with the resales contemplated by this Section 64. (c) TIAA The Initial Purchasers shall have no liability to the Company, other than as Holders in accordance with the terms hereof, Company or any Holder with respect to any request that they a Holder may make pursuant to Section 6(b4(b) abovehereof. 75.

Participation of Broker-Dealers in Exchange Offer. (a) The Staff has taken Issuer and the position that any Guarantor agree to (i) include in the Exchange Offer Registration Statement a “Plan of Distribution” section covering the use of the related Prospectus by broker-dealer that receives dealers who receive Exchange Securities for its own account in pursuant to the Exchange Offer in exchange for Entitled Securities that were acquired by such broker-dealer for their own account as a result of market-making or other trading activities (a "“Participating Broker-Dealers”) for the resale of such Exchange Securities and a statement to the effect that any such Participating Broker-Dealer who wishes to use such Prospectus in connection with the resale of Exchange Securities will be required to notify the Company to that effect prior to the 30th day after the consummation of the Exchange Offer, together with instructions for giving such notice (each Participating Broker-Dealer who gives notice to the Company as aforesaid being hereinafter called a “Notifying Broker-Dealer"”), (ii) furnish to each Notifying Broker-Dealer, without charge, as many copies of the related Prospectus, and any amendment, or supplement, thereto, as such broker-dealer may be deemed reasonably request, (iii) include in the Exchange Offer Registration Statement a statement to be an "underwriter" within the meaning effect that any Participating Broker-Dealer who receives Exchange Securities pursuant to the Exchange Offer in exchange for Securities that were acquired for its own account as a result of market-making activities or other trading activities must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale or other transfer of such Exchange Securities, and must (iv) include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer a provision to substantially the following effect (unless otherwise required by applicable law or regulation or by position or comment of the Staff): “If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Entitled Securities, it represents that the Entitled Securities to be exchanged for Exchange Securities were acquired by it for its own account as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities. The Company understands ; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the Staff's position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements meaning of the Securities Act. (b) In light .” The Issuer and the Guarantor consent to the use of the above, such Prospectus and notwithstanding the other provisions of this Agreement, the Company agrees to amend or supplement the any related Issuer Free Writing Prospectus contained in the Exchange Offer Registration Statement, as would otherwise be contemplated and any amendments and supplements thereto by Section 3(j), for a period of up to 180 days after the last Exchange Date, if requested by one or more Participating each Notifying Broker-Dealers, in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 6(a) above. The Company further agrees that Participating Broker-Dealers shall be authorized to deliver such Prospectus during such period Dealer in connection with the resales contemplated by this Section 6. (c) TIAA shall have no liability to the Company, other than as Holders in accordance with the terms hereof, sale or any Holder with respect to any request that they may make pursuant to Section 6(b) above. 7transfer of Exchange Securities.

Participation of Broker-Dealers in Exchange Offer. (a) The Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a "“Participating Broker-Dealer"”) may be deemed to be an "“underwriter" ” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities. The Company understands Issuers and the Guarantor understand that it is the Staff's ’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act. (b) In light of the above, and notwithstanding the other provisions of this Agreementsubject to section 3(d), the Company agrees Issuers and the Guarantor agree to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement, as would otherwise be contemplated by Section 3(j), Statement for a period of up to 180 90 days after the last Exchange Date, if requested by one or more Participating Broker-Dealers, in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 6(a4(a) above. The Company Issuers and the Guarantor further agrees agree that Participating Broker-Dealers shall be authorized authorized, subject to Section 3(d), to deliver such Prospectus (or, to the extent permitted by law, make available) during such period in connection with the resales contemplated by this Section 6. (c) TIAA shall have no liability to the Company, other than as Holders in accordance with the terms hereof, or any Holder with respect to any request that they may make pursuant to Section 6(b) above. 74.

Participation of Broker-Dealers in Exchange Offer. (a) The Staff of the SEC has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a "“Participating Broker-Dealer") ”), may be deemed to be an "“underwriter" ” within the meaning of the Securities 1933 Act and must deliver a prospectus meeting the requirements of the Securities 1933 Act in connection with any resale of such Exchange Securities. The Company understands that it is the Staff's ’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the Securities 1933 Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities 1933 Act. (b) In light of the above, and notwithstanding the other provisions of this Agreement, the Company agrees that the provisions of this Agreement as they relate to a Shelf Registration shall also apply to an Exchange Offer Registration to the extent, and with such reasonable modifications thereto as may be, reasonably requested by the Initial Purchasers or by one or more Participating Broker-Dealers, in each case as provided in clause (ii) below, in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker- Dealers consistent with the positions of the Staff recited in Section 4(a) above; provided that: (i) the Company shall not be required to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement, as would otherwise be contemplated by Section 3(j), for a period of up to exceeding 180 days after the last Exchange Date, if requested by one or more Participating Broker-Dealers, in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 6(a) above. The Company further agrees that Participating Broker-Dealers shall be authorized to deliver such Prospectus during such period in connection with the resales contemplated by this Section 6. (c) TIAA shall have no liability to the Company, other than as Holders in accordance with the terms hereof, or any Holder with respect to any request that they may make pursuant to Section 6(b) above. 7.Exchange

Participation of Broker-Dealers in Exchange Offer. (a) The Staff has taken the position that If any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a "Participating Broker-Dealer") may be deemed to be an "underwriter" within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities. The , the Company understands that it is and the Staff's position that if the Prospectus contained in Guarantors agree to use commercially reasonable efforts to keep the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect effective and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act. (b) In light of the above, and notwithstanding the other provisions of this Agreement, the Company agrees to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement, as would otherwise be contemplated by Section 3(j), for a period of up to 180 days after the last Exchange Date, if requested by one or more Participating Broker-Dealers, in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 6(a) above, for the period equal to the lesser of (i) 180 days after the last Exchange Date (as such period may be extended pursuant to the penultimate paragraph of Section 4 of this Agreement) and (ii) the date on which all such Participating Broker-Dealers have sold all such Exchange Securities held by them. Each such Participating Broker-Dealer agrees to promptly notify the Company when all such Exchange Securities have been sold by such Participating Broker-Dealer. The Company and the Guarantors further agrees agree that Participating Broker-Dealers shall be authorized to deliver such Prospectus during such period in connection with the resales contemplated by this Section 6. (c) TIAA shall have no liability to the Company, other than as Holders in accordance with the terms hereof, or any Holder with respect to any request that they may make pursuant to Section 6(b) above. 7.

Participation of Broker-Dealers in Exchange Offer. (a) The Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a "“Participating Broker-Dealer"”) may be deemed to be an "“underwriter" ” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities. The Company understands Operating Partnership and the Guarantors understand that it is the Staff's ’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act. (b) In light of the above, and notwithstanding the other provisions of this Agreement, the Company agrees Operating Partnership and the Guarantors, upon request, agree to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement, as would otherwise be contemplated by Section 3(j), Statement for a period of up to 180 days after the last Exchange Date, if requested by one or more Participating Broker-DealersDate (as such period may be extended pursuant to Section 3(d) hereof), in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 6(a4(a) above. The Company Operating Partnership and the Guarantors further agrees agree that Participating Broker-Dealers shall be authorized to deliver such Prospectus (or, to the extent permitted by law, make available) during such period in connection with the resales contemplated by this Section 64. (c) TIAA The Initial Purchasers shall have no liability to the CompanyOperating Partnership, other than as Holders in accordance with the terms hereof, any Guarantor or any Holder with respect to any request that they may make pursuant to Section 6(b4(b) abovehereof. 75.

Participation of Broker-Dealers in Exchange Offer. (a) The Staff of the SEC has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a "Participating Broker-Dealer") ), may be deemed to be an "underwriter" within the meaning of the Securities 1933 Act and must deliver a prospectus meeting the requirements of the Securities 1933 Act in connection with any resale of such Exchange Securities. The Company understands that it is the Staff's position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the Securities 1933 Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities 1933 Act. (b) In light of the above, and notwithstanding the other provisions of this Agreement, the Company agrees Each broker-dealer that receives Exchange Securities for its own account pursuant to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement, as would otherwise be contemplated by Section 3(j), for must acknowledge that it will deliver a period of up to 180 days after the last Exchange Date, if requested by one or more Participating Broker-Dealers, in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 6(a) above. The Company further agrees that Participating Broker-Dealers shall be authorized to deliver such Prospectus during such period in connection with any resale of such Exchange Securities as long as required by law to do so. By so acknowledging and by delivering a Prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the 1933 Act. The Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales contemplated of Exchange Securities received in exchange for Notes where such Exchange Securities were acquired for its own account by this Section 6. (c) TIAA shall have no liability to the Company, such broker-dealer as a result of market-making activities or other than as Holders in accordance with the terms hereof, or any Holder with respect to any request that they may make pursuant to Section 6(b) above. 7trading activities.

Participation of Broker-Dealers in Exchange Offer. (a) The Staff of the SEC has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a "Participating Broker-Dealer") ), may be deemed to be an "underwriter" within the meaning of the Securities 1933 Act and must deliver a prospectus meeting the requirements of the Securities 1933 Act in connection with any resale of such Exchange Securities. The Company understands that it is the Staff's position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the Securities 1933 Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities 1933 Act. (b) In light of the above, and notwithstanding the other provisions of this Agreement, the Company agrees that the provisions of this Agreement as they relate to amend or supplement the Prospectus contained in the a Shelf Registration shall also apply to an Exchange Offer Registration Statementto the extent, and with such reasonable modifications thereto as would otherwise be contemplated may be, reasonably requested by Section 3(j), for a period of up to 180 days after the last Exchange Date, if requested Placement Agents or by one or more Participating Broker-Dealers, in each case as provided in clause (ii) below, in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 6(a4(a) above. The Company further agrees that Participating Broker-Dealers shall be authorized to deliver such Prospectus during such period in connection with the resales contemplated by this Section 6. (c) TIAA shall have no liability to the Company, other than as Holders in accordance with the terms hereof, or any Holder with respect to any request that they may make pursuant to Section 6(b) above. 7.; provided that:

Participation of Broker-Dealers in Exchange Offer. (a) The Staff of the SEC has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer for its own account as a result of market-making or other trading activities (a "Participating Broker-Dealer") ), may be deemed to be an "underwriter" within the meaning of the Securities 1933 Act and must deliver a prospectus meeting the requirements of the Securities 1933 Act in connection with any resale of such Exchange Securities. The Company understands that it is the Staff's position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the Securities 1933 Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities 1933 Act. (b) In light of the above, and notwithstanding the other provisions of this Agreement, the Company agrees that the provisions of this Agreement as they relate to amend or supplement the Prospectus contained in the a Shelf Registration shall also apply to an Exchange Offer Registration Statementto the extent, and with such reasonable modifications thereto as would otherwise may be contemplated reasonably requested by Section 3(j), for a period of up to 180 days after the last Exchange Date, if requested Representative or by one or more Participating Broker-Dealers, in each case as provided in clause (ii) below, in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 6(a4(a) above. The ; provided that: (i) the Company further agrees that shall not be required to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement, as would otherwise be contemplated by Section 3(i), for a period exceeding 180 days after the last Exchange Date (as such period may be extended pursuant to the penultimate paragraph of Section 3 of this Agreement) and Participating Broker-Dealers shall not be authorized by the Company to deliver and shall not deliver such Prospectus during after such period in connection with the resales contemplated by this Section 64; and (ii) the application of the Shelf Registration procedures set forth in Section 3 of this Agreement to an Exchange Offer Registration, to the extent not required by the positions of the Staff of the SEC or the 1933 Act and the rules and regulations thereunder, will be in conformity with the reasonable request to the Company by the Representative or with the reasonable request in writing to the Company by one or more broker-dealers who certify to the Representative and the Company in writing that they anticipate that they will be Participating Broker-Dealers; and provided further that, in connection with such application of the Shelf Registration procedures set forth in Section 3 to an Exchange Offer Registration, the Company shall be obligated (x) to deal only with one entity representing the Participating Broker-Dealers, which shall be Morgan Stanley & Co. Incorporated unless it elects not to act as such representative, (y) to pay the fees and exxxxxxx xx xxxx one counsel representing the Participating Broker-Dealers, which shall be counsel to the Initial Purchasers unless such counsel elects not to so act and (z) to cause to be delivered only one, if any, "cold comfort" or similar letter relating to the Company (plus only one, if any, "cold comfort" or similar letter with respect to any other Person or businesses whose financial statements are included or incorporated or deemed to be incorporated by reference in the Exchange Offer Registration Statement) with respect to the Prospectus in the form existing on the last Exchange Date and with respect to each subsequent amendment or supplement, if any, effected during the period specified in clause (i) above. (c) TIAA The Representative shall have no liability to the Company, other than as Holders in accordance with the terms hereof, Company or any Holder with respect to any request that they it may make pursuant to Section 6(b4(b) above. 75.