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 and, if the Agents shall not then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if the Agents hold Notes as principal pursuant to a Terms Agreement, the Agents have held such Notes for more than 180 days), the Company's obligations described in this paragraph shall likewise be suspended until such time as the Company has advised them that solicitation of offers to purchase may be resumed. The Company will give the Agents notice of its intention to file or prepare any additional registration statement with respect to the registration of additional Notes, any amendment to the Registration Statement or any amendment or supplement to the Prospectus (other than an amendment or supplement providing solely for a change in the interest rates of the Notes or an amendment or supplement that relates exclusively to an offering of senior debt securities other than the Notes) or any document that would as a result thereof be incorporated by reference in the Prospectus, and will furnish the Agents with copies of any such amendment or supplement or other documents proposed to be filed or prepared a reasonable time in advance of such proposed filing or preparation, as the case may be, and will not file any such amendment or supplement or other documents in a form to which the Agents or counsel for the Agents shall reasonably object; PROVIDED, that the requirements of this sentence shall not apply to the Company's proxy statement, its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q or its Current Reports on Form 8-K, so long as the Company shall furnish the Agents with copies of such documents on or prior to the date of filing thereof with the

Suspension of Solicitation; Amendment or Supplement. The If, during any period in which, in the opinion of counsel for the Agents (provided, if the Agents are no longer soliciting (or have been instructed not to solicit) purchases of Securities from the Company such opinion is known to the Company), a prospectus relating to the Notes is required to be delivered under the Act, any event known to the Company occurs as a result of which the Prospectus would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act or the Rules and Regulations, the Company will notify the Agents promptly to suspend solicitation of purchases of the Notes and the Agents shall suspend their solicitations of purchases of Notes; and if the Company shall decide to amend or supplement the Registration Statement or the Prospectus for purposes of offering the Securities, it will promptly advise the Agents by telephone (with confirmation in writing) and, except as otherwise provided in any relevant Purchase Agreement, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment, whether by filing such documents pursuant to the Act or the Exchange Act, as may be necessary to correct such untrue statement or omission or to make the Registration Statement or the Prospectus comply with such requirements and to prepare and furnish to the Agents at its own expense such amendment or supplement to the Registration Statement or the Prospectus as will correct such Registration Statement or Prospectus; provided, however, that the Company shall in any event promptly prepare, file and furnish an Agent with such an amendment or supplement if such Agent shall then hold any Securities acquired from the Company as principal (other than such Securities as such Agent shall have held for a period of six months or more). Upon the Agents' receipt of such amendment or supplement and advice from the Company that solicitations may be resumed, the Agents will resume solicitations of purchases of the Notes. In addition, the Company may instruct the Agents to suspend solicitation of purchases offers to purchase at any time. Upon receipt of such instructions the Agents will forthwith (but in any event within one Business Day) suspend solicitation of offers to purchase from the Company and, if the Agents shall not then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if the Agents hold Notes as principal pursuant to a Terms Agreement, the Agents have held such Notes for more than 180 days), the Company's obligations described in this paragraph shall likewise be suspended until such time as the Company has advised them it that solicitation of offers to purchase may be resumed. The resumed and the Company will give has complied with Section 6 of the Agents notice of its intention to file or prepare any additional registration statement with respect Agency Agreement to the registration of additional Notes, any amendment extent then required. If the Company decides to amend or supplement the Registration Statement or any amendment or supplement the Prospectus relating to the Prospectus Notes (other than an amendment or supplement providing solely for a to change in the interest rates of the Notes or an amendment maturities or supplement that relates exclusively to an offering of senior debt securities other than the Notes) or any document that would as similar changes and except in all cases by filing a result thereof be incorporated by reference in the Prospectus, and will furnish the Agents with copies of any such amendment or supplement or other documents proposed to be filed or prepared a reasonable time in advance of such proposed filing or preparation, as the case may be, and will not file any such amendment or supplement or other documents in a form to which the Agents or counsel for the Agents shall reasonably object; PROVIDED, that the requirements of this sentence shall not apply to the Company's proxy statement, its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q or its Current Reports report on Form 8-K, so long as pursuant to the Company shall Exchange Act, solely to add exhibits to documents previously filed), it will promptly advise the Agents and the Trustee and will furnish the Agents and the Trustee with copies of the proposed amendment or supplement. In the event that at the time the Agents, at the direction of the Company, suspend solicitation of offers to purchase from the Company there shall be any orders outstanding which have not been settled, the Company will promptly advise the Agents and the Trustee whether such documents orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the Settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Prospectus A copy of the Prospectus as most recently amended or supplemented on or prior to the date of filing delivery thereof must be delivered to a purchaser prior to or together with thethe earliest of (i) any written offer of such Note, (ii) confirmation of the purchase of such Note and (iii) payment for such Note by its purchaser. The Company shall ensure that an Agent receives copies of the Prospectus and each amendment or supplement thereto (including appropriate pricing stickers as described in the section entitled "Procedures for Establishing the Terms of the Notes" above) in such quantities and within such time limits as will enable such Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Company and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. The Trustee will make all such deliveries with respect to all Notes sold directly by the Company.

Suspension of Solicitation; Amendment or Supplement. The Company may instruct the Agents (which instruction may be given orally and confirmed in writing pursuant to suspend solicitation Section 12 of purchases at any time. Upon receipt of such instructions the Agents will forthwith Distribution Agreement) to suspend solicitation of offers to purchase from the Company andNotes at any time, if whereupon the Agents shall will as promptly as possible (but in any event not then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if the Agents hold Notes as principal pursuant to a Terms Agreement, the Agents have held later than one Business Day after receipt of such Notes for more than 180 days), the Company's obligations described in this paragraph shall likewise be suspended instruction) suspend solicitation until such time as the Company has advised them the Agents that solicitation of offers to purchase Notes may be resumed. The If the Company will give the Agents notice of its intention proposes to file amend or prepare any additional registration statement with respect to the registration of additional Notes, any amendment to supplement the Registration Statement or any the Prospectus relating to the Notes (except in the case of a Pricing Supplement), it will promptly advise the Agents and will furnish to the Agents such proposed amendment or supplement and, after the Agents have been afforded a reasonable opportunity to review such amendment or supplement, will cause such amendment or supplement to be filed with the Prospectus (other than an amendment or supplement providing solely for a change in the interest rates of the Notes or an amendment or supplement that relates exclusively to an offering of senior debt securities other than the Notes) or any document that would as a result thereof be incorporated by reference in the Prospectus, and Commission. The Company will furnish promptly provide the Agents with copies of any such amendment or supplement or other documents proposed and confirm to be filed or prepared a reasonable time in advance of such proposed filing or preparation, as the case may be, and will not file any Agents that such amendment or supplement or other documents in a form to which has been filed with the Commission. In the event that at the time the Agents or counsel suspend solicitation of offers to purchase Notes there shall be any outstanding offers to purchase Notes that have been accepted by the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, promptly will advise the Agents shall reasonably object; PROVIDED, whether such sales may be settled and whether copies of the Prospectus as supplemented at the time of the suspension may be delivered in connection with the settlement of such sales. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the requirements of this sentence shall Company determines that such sales may not apply to the Company's proxy statement, its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q be settled or its Current Reports on Form 8-K, so long as the Company shall furnish the Agents with that copies of such documents on or prior to the date of filing thereof with theprospectus may not be so delivered.

Suspension of Solicitation; Amendment or Supplement. The Company may instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of purchases at any timeorders to purchase Notes. Upon receipt of such instructions instructions, the Agents will forthwith suspend solicitation of offers to purchase from the Company and, if the Agents shall not then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if the Agents hold Notes as principal pursuant to a Terms Agreement, the Agents have held such Notes for more than 180 days), the Company's obligations described in this paragraph shall likewise be suspended until such time as the Company has advised them that such solicitation of offers to purchase may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents, the Trustee and State Street whether such orders may be settled and whether copies EXHIBIT A of the Note Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will give have the Agents notice sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of its intention such Note Prospectus may not be so delivered. If the Company decides to file amend or prepare any additional registration statement with respect to the registration of additional Notes, any amendment to supplement the Registration Statement or any the Note Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the Prospectus (other than an amendment or supplement providing solely for a change extent required by and in accordance with the interest rates terms of the Notes or an amendment or Distribution Agreement. Subject to the provisions of the Distribution Agreement, the Company may file with the Commission any supplement that relates exclusively to an offering of senior debt securities other than the Note Prospectus relating to the Notes) or any document that would as a result thereof be incorporated by reference in . The Company will provide the ProspectusAgents, the Trustee and will furnish the Agents State Street with copies of any such amendment or supplement or other documents proposed to be filed or prepared a reasonable time in advance of such proposed filing or preparation, as the case may besupplement, and will not file any such amendment or supplement or other documents in a form confirm to which the Agents or counsel for that such supplement has been filed with the Agents shall reasonably object; PROVIDED, that the requirements of this sentence shall not apply Commission pursuant to the Company's proxy statement, its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q or its Current Reports on Form 8-K, so long as the Company shall furnish the Agents with copies applicable paragraph of such documents on or prior to the date of filing thereof with theRule 424(b).

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 instructions, the Agents will forthwith suspend solicitation of offers to purchase from the Company and, if the Agents shall not then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if the Agents hold Notes as principal pursuant to a Terms Agreement, the Agents have held such Notes for more than 180 days), the Company's obligations described in this paragraph shall likewise be suspended until such time as the Company has advised them that solicitation of offers to purchase purchases may be resumed. The If the Company will give the Agents notice of its intention decides to file amend or prepare any additional registration statement with respect to the registration of additional Notes, any amendment to supplement the Registration Statement or any the Prospectus relating to the Notes, it will promptly advise the Agents and the Trustee and will furnish the Agents and the Trustee with the proposed amendment or supplement in accordance with the terms of the Distribution Agreement. The Company will file with the Commission any supplement to the Prospectus (other than an amendment or relating to the Notes including any supplement providing which provides solely for a change in the interest rates of the Notes or an amendment or supplement that relates exclusively to an offering of senior debt securities other than offered on the Notes) or any document that would as a result thereof be incorporated by reference in the Prospectus, and will furnish provide the Agents with sufficient quantities of copies of any such amendment or supplement or other documents proposed to be filed or prepared within a reasonable time prior to the earlier of the delivery of written confirmation of the sale of Notes or the delivery of Notes to any purchaser thereof, and confirm to the Agents that such supplement has been filed with the Commission. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as in advance effect at the time of the suspension may be delivered in connection with the settlement of such proposed filing or preparation, as orders. The Company will have the case sole responsibility for such decision and for any arrangements which may be, and will not file any such amendment or supplement or other documents be made in a form to which the Agents or counsel for the Agents shall reasonably object; PROVIDED, event that the requirements of this sentence shall Company determines that such orders may not apply to the Company's proxy statement, its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q be settled or its Current Reports on Form 8-K, so long as the Company shall furnish the Agents with that copies of such documents on or prior to the date of filing thereof with theProspectus may not be so delivered.

Suspension of Solicitation; Amendment or Supplement. The If, during any period in which, in the opinion of counsel for the Agents (provided, if the Agents are no longer soliciting (or have been instructed not to solicit) purchases of Securities from the Company such opinion is known to the Company), a prospectus relating to the Medium-Term Notes is required to be delivered under the Act, any event known to the Company occurs as a result of which the Prospectus would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act or the Rules and Regulations, the Company will notify the Agents promptly to suspend solicitation of purchases of the Medium-Term Notes and the Agents shall suspend their solicitations of purchases of Medium-Term Notes; and if the Company shall decide to amend or supplement the Registration Statement or the Prospectus for purposes of offering the Securities, it will promptly advise the Agents by telephone (with confirmation in writing) and, except as otherwise provided in any relevant Purchase Agreement, will promptly prepare and file with the SEC an amendment or supplement which will correct such statement or omission or an amendment, whether by filing such documents pursuant to the Act or the Exchange Act, as may be necessary to correct such untrue statement or omission or to make the Registration Statement or the Prospectus comply with such requirements and to prepare and furnish to the Agents at its own expense such amendment or supplement to the Registration Statement or the Prospectus as will correct such Registration Statement or Prospectus; provided, however, that the Company shall in any event promptly prepare, file and furnish an Agent with such an amendment or supplement if such Agent shall then hold any Securities acquired from the Company as principal (other than such Securities as such Agent shall have held for a period of six months or more). Upon the Agents' receipt of such amendment or supplement and advice from the Company that solicitations may be resumed, the Agents will resume solicitations of purchases of the Medium-Term Notes. In addition, the Company may instruct the Agents to suspend solicitation of purchases offers to purchase at any time. Upon receipt of such instructions the Agents will forthwith (but in any event within one Business Day) suspend solicitation of offers to purchase from the Company and, if the Agents shall not then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if the Agents hold Notes as principal pursuant to a Terms Agreement, the Agents have held such Notes for more than 180 days), the Company's obligations described in this paragraph shall likewise be suspended until such time as the Company has advised them it that solicitation of offers to purchase may be resumed. The resumed and the Company will give has complied with Section 6 of the Agents notice of its intention to file or prepare any additional registration statement with respect Distribution Agreement to the registration of additional Notes, any amendment extent then required. If the Company decides to amend or supplement the Registration Statement or any amendment or supplement the Prospectus relating to the Prospectus Medium-Term Notes (other than an amendment or supplement providing solely for a to change in the interest rates of the Notes or an amendment maturities or supplement that relates exclusively to an offering of senior debt securities other than the Notes) or any document that would as similar changes and except in all cases by filing a result thereof be incorporated by reference in the Prospectus, and will furnish the Agents with copies of any such amendment or supplement or other documents proposed to be filed or prepared a reasonable time in advance of such proposed filing or preparation, as the case may be, and will not file any such amendment or supplement or other documents in a form to which the Agents or counsel for the Agents shall reasonably object; PROVIDED, that the requirements of this sentence shall not apply to the Company's proxy statement, its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q or its Current Reports report on Form 8-K, so long as pursuant to the Company shall Exchange Act, solely to add exhibits to documents previously filed), it will promptly advise the Agents and the Trustee and will furnish the Agents and the Trustee with copies of the proposed amendment or supplement. In the event that at the time the Agents, at the direction of the Company, suspend solicitation of offers to purchase from the Company there shall be any orders outstanding which have not been settled, the Company will promptly advise the Agents and the Trustee whether such documents orders may be settled and whether copies of the Prospectus as theretofore amended or supplemented as in effect at the time of the suspension may be delivered in connection with the Settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Prospectus ---------------------- A copy of the Prospectus as most recently amended or supplemented on or prior to the date of filing delivery thereof must be delivered to a purchaser prior to or together with thethe earliest of (i) any written offer of such Medium-Term Note, (ii) confirmation of the purchase of such Medium-Term Note and (iii) payment for such Medium-Term Note by its purchaser. The Company shall ensure that an Agent receives copies of the Prospectus and each amendment or supplement thereto (including appropriate pricing supplements as described in the section entitled "Procedures for Establishing the Terms of the Medium-Term Notes" above) in such quantities and within such time limits as will enable such Agent to deliver such confirmation or Medium-Term Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Medium-Term Notes on terms different from those agreed to between the Company and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Medium-Term Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. The Trustee will make all such deliveries with respect to all Medium-Term Notes sold directly by the Company. Confirmation ------------ For each order to purchase a Medium-Term Note solicited by any Agent and accepted by the Company, the Presenting Agent will issue a confirmation to the purchaser (with a copy to the Company), including delivery and payment instructions. Payment of Expenses ------------------- Each Agent shall forward to the Company, on a monthly basis, a statement of the out-of-pocket expenses incurred by such Agent during that month that are reimbursable to it pursuant to the terms of the Distribution Agreement. The Company will remit payment to the Agents currently on a monthly basis. Advertising Costs -----------------

Suspension of Solicitation; Amendment or Supplement. The Company may instruct the Agents to suspend solicitation of purchases at any time, for any period of time or permanently, the solicitation of orders to purchase Notes. Upon receipt of such instructions instructions, the Agents will forthwith suspend solicitation of offers to purchase from the Company and, if the Agents shall not then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if the Agents hold Notes as principal pursuant to a Terms Agreement, the Agents have held such Notes for more than 180 days), the Company's obligations described in this paragraph shall likewise be suspended until such time as the Company has advised them that such solicitation of offers to purchase may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Trustee, the Agents and State Street whether such orders may be settled and whether copies of the Note Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will give have the Agents notice sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of its intention such Note Prospectus may not be so delivered. If the Company decides to file amend or prepare any additional registration statement with respect to the registration of additional Notes, any amendment to supplement the Registration Statement (as defined in the Distribution Agreement) or any the Note Prospectus, it will promptly advise the Agents, and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the Prospectus (other than an amendment or supplement providing solely for a change extent required by and in accordance with the interest rates terms of the Notes or an amendment or Distribution Agreement. Subject to the provisions of the Distribution Agreement, the Company may file with the Commission any such supplement that relates exclusively to an offering of senior debt securities other than the Note Prospectus relating to the Notes) or any document that would as a result thereof be incorporated by reference in . The Company will provide the ProspectusAgents, the Trustee and will furnish the Agents State Street with copies of any such amendment or supplement or other documents proposed to be filed or prepared a reasonable time in advance of such proposed filing or preparation, as the case may besupplement, and will not file any such amendment or supplement or other documents in a form confirm to which the Agents or counsel for that such supplement has been filed with the Agents shall reasonably object; PROVIDED, that the requirements of this sentence shall not apply Commission pursuant to the Company's proxy statement, its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q or its Current Reports on Form 8-K, so long as the Company shall furnish the Agents with copies applicable paragraph of such documents on or prior to the date of filing thereof with theRule 424(b).

Suspension of Solicitation; Amendment or Supplement. The Company may reserves the right, in its sole discretion, to instruct the Agents to suspend solicitation of purchases at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions instructions, the Agents will forthwith suspend solicitation of offers to purchase from the Company and, if the Agents shall not then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if the Agents hold Notes as principal pursuant to a Terms Agreement, the Agents have held such Notes for more than 180 days), the Company's obligations described in this paragraph shall likewise be suspended until such time as the Company has advised them that such solicitation may be resumed. If the Company decides to amend or supplement the Registration Statement (as defined in Section l(c) of the Agency Agreement) or the Prospectus (except for a supplement relating to an offering of securities other than the Notes), it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Agency Agreement. Subject to the provisions of the Agency Agreement the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any supplement and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the event that at the time the Company suspends solicitation of offers to purchase Book-Entry Notes there shall be any outstanding offers to purchase Book-Entry Notes that have been accepted by the Company but for which settlement has not yet occurred, the Company will promptly advise the relevant Agent and the Trustee whether such orders may be resumedsettled and whether copies of the Prospectus as supplemented to the time of the suspension may be delivered in connection with the settlement of such sales. The Company will give have the Agents notice of its intention to file or prepare sole responsibility for such decision and for any additional registration statement with respect to the registration of additional Notes, any amendment to the Registration Statement or any amendment or supplement to the Prospectus (other than an amendment or supplement providing solely for a change arrangements that may be made in the interest rates of the Notes or an amendment or supplement that relates exclusively to an offering of senior debt securities other than the Notes) or any document that would as a result thereof be incorporated by reference in the Prospectus, and will furnish the Agents with copies of any such amendment or supplement or other documents proposed to be filed or prepared a reasonable time in advance of such proposed filing or preparation, as the case may be, and will not file any such amendment or supplement or other documents in a form to which the Agents or counsel for the Agents shall reasonably object; PROVIDED, event that the requirements of this sentence shall Company determines that such orders may not apply to the Company's proxy statement, its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q be settled or its Current Reports on Form 8-K, so long as the Company shall furnish the Agents with that copies of such documents on or prior to the date of filing thereof with theProspectus may not be so delivered.

Suspension of Solicitation; Amendment or Supplement. The Company may instruct In the Agents to suspend solicitation event that at the time the Agents, at the direction of purchases at any time. Upon receipt of such instructions the Agents will forthwith Company, suspend solicitation of offers to purchase from the Company andthere shall be any orders outstanding which have not been settled, if the Company will promptly advise the Agents shall not then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if and the Agents hold Notes as principal pursuant to a Terms Agreement, the Agents have held Trustee whether such Notes for more than 180 days), the Company's obligations described in this paragraph shall likewise be suspended until such time as the Company has advised them that solicitation of offers to purchase orders may be resumedsettled 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 give have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Prospectus A copy of the Prospectus as most recently amended or supplemented on the date of delivery thereof, together with the applicable Pricing Supplement, must be delivered to a purchaser prior to or together with the earlier of the delivery by the Agents notice of its intention (i) the written confirmation of a sale sent to file a purchaser or prepare his agent and (ii) any additional registration statement Note purchased by such purchaser. The Company shall ensure that the Presenting Agent receives copies of the Prospectus and each amendment or supplement thereto (including the applicable Pricing Supplement) in such quantities and within such time limits as will enable the Presenting Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. Copies of Pricing Supplements should be delivered by 11:00 A.M. on the Business Day following the applicable trade date by telecopy to [names and addresses of Agents]. If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Company and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. The Company will make all such deliveries with respect to all Notes sold directly by the registration Company. Redemption and Repayment Unless one or more Redemption Dates are specified in the applicable Pricing Supplement, the Notes will not be redeemable prior to their Stated Maturity. If one or more Redemption Dates are so specified with respect to any Note, the applicable Pricing Supplement will also specify one or more redemption prices (expressed as a percentage of additional Notesthe principal amount of such Note) ("Redemption Prices") and the redemption period or periods ("Redemption Periods") during which such Redemption Prices shall apply. Unless otherwise specified in the Pricing Supplement, any amendment such Note shall be redeemable at the option of the Company at the specified Redemption Price applicable to the Registration Statement or any amendment or supplement Redemption Period during which such Note is to be redeemed, together with interest accrued to the Prospectus (other than an amendment or supplement providing solely for a change Redemption Date. Unless otherwise specified in the interest rates applicable Pricing Supplement, the Notes will not be subject to any sinking fund. The Company may redeem any of the Notes that are redeemable and remain outstanding either in whole or an amendment from time to time in part, upon not less than 30 nor more than 60 days' notice. In the event of a redemption in part of any Note, a new Note for the amount of the unredeemed portion shall be issued in the name of the Holder upon cancellation of the redeemed Note. The Pricing Supplement relating to each Note will indicate either that such Note cannot be repaid prior to Stated Maturity or supplement that relates exclusively such Note will be repayable at the option of the holder on a date or dates specified prior to an offering Stated Maturity at a price or prices set forth in the applicable Pricing Supplement, together with accrued interest to the date of senior debt repayment. In order for a Note that is subject to repayment at the option of the Holder to be repaid, the Paying Agent must receive at least 30 days but not more than 45 days prior to the repayment date (a) appropriate wire instructions and (b) either (i) the Note with the form entitled "Option to Elect Repayment" attached to the Note duly completed or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities other exchange or the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of the Note, the principal amount of the Note, the portion of the principal amount of the Notes to be repaid, the certificate number or a description of the tenor and terms of the Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that the Note to be repaid with the form entitled "Option to Elect Repayment" attached to the Note duly completed will be received by the Paying Agent not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter and such Note and form duly completed must be received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder of a Note shall be irrevocable, except as otherwise described under "Interest Rate Reset" and "Extension of Maturity" in the Prospectus Supplement. The repayment option may be exercised by the Holder of a Note for less than the Notes) entire principal amount of the Note provided that the principal amount of the Note remaining outstanding after repayment is an authorized denomination. No registration of, transfer or exchange of any document that would as a result thereof be incorporated by reference Note (or, in the Prospectusevent that any Note is to be repaid in part, the portion of the Note to be repaid) will be permitted after exercise of a repayment option. All questions as to the validity, eligibility (including time of receipt) and will furnish the Agents with copies acceptance of any Note for repayment will be determined by the Company, whose determination will be final, binding and non-appealable. If a Note is represented by a Global Security, the Depositary's nominee will be the Holder of such amendment or supplement Note and therefore will be the only entity that can exercise a right to repayment. In order to ensure that the Depositary's nominee will timely exercise a right to repayment with respect to a particular Note, the beneficial owner of such Note must instruct the broker or other documents proposed direct or indirect participant through which it holds an interest in such Note to notify the Depositary of its desire to exercise a right to repayment. Different firms have different cut-off times for accepting instructions from their customers and, accordingly, each beneficial owner should consult the broker or other direct or indirect participant through which it holds an interest in a Note in order to ascertain the cut-off time by which such an instruction must be given in order for timely notice to be filed delivered to the Depositary. Unless otherwise specified in the applicable Pricing Supplement, if a Note is an Original Issue Discount Note, the amount payable on such Note in the event of redemption or prepared a reasonable time in advance repayment prior to its Stated Maturity shall be the Amortized Face Amount of such proposed filing Note, as specified in the applicable Pricing Supplement, as of the Redemption Date or preparationthe date of repayment, as the case may be, and . Authenticity of Signatures The Company will not file any such amendment or supplement or other documents in a form cause the Trustee to which the Agents or counsel for the Agents shall reasonably object; PROVIDED, that the requirements of this sentence shall not apply to the Company's proxy statement, its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q or its Current Reports on Form 8-K, so long as the Company shall furnish the Agents from time to time with copies the specimen signatures of such documents on each of the Trustee's officers, employees and agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or prior liability to the date Company or the Trustee in respect of filing thereof the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. Advertising Costs The Company will determine with thethe Agents the amount and nature of advertising that may be appropriate in offering the Notes. Advertising expenses incurred with the consent of the Company will be paid by the Company. Business Day

Suspension of Solicitation; Amendment or Supplement. The If, during any period in which, in the opinion of counsel for the Agents (provided, if the Agents are no longer soliciting (or have been instructed not to solicit) purchases of Securities from the Company such opinion is known to the Company), a prospectus relating to the Notes is required to be delivered under the Act, any event known to the Company occurs as a result of which the Prospectus would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act or the rules and regulations thereunder, the Company will notify the Agents promptly to suspend solicitation of purchases of the Notes and the Agents shall suspend their solicitations of purchases of Notes; and if the Company shall decide to amend or supplement the Registration Statement or the Prospectus for purposes of offering the Securities, it will promptly advise the Agents by telephone (with confirmation in writing) and, except as otherwise provided in any relevant Purchase Agreement, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment, whether by filing such documents pursuant to the Securities Act or the Exchange Act, as may be necessary to correct such untrue statement or omission or to make the Registration Statement or the Prospectus comply with such requirements and to prepare and furnish to the Agents at its own expense such amendment or supplement to the Registration Statement or the Prospectus as will correct such Registration Statement or Prospectus; provided, however, that the Company shall in any event promptly prepare, file and furnish an Agent with such an amendment or supplement if such Agent shall then hold any Securities acquired from the Company as principal (other than such Securities as such Agent shall have held for a period of six months or more). Upon the Agents’ receipt of such amendment or supplement and advice from the Company that solicitations may be resumed, the Agents will resume solicitations of purchases of the Notes. In addition, the Company may instruct the Agents to suspend solicitation of purchases offers to purchase at any time. Upon receipt of such instructions the Agents will forthwith (but in any event within one Business Day) suspend solicitation of offers to purchase from the Company and, if the Agents shall not then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if the Agents hold Notes as principal pursuant to a Terms Agreement, the Agents have held such Notes for more than 180 days), the Company's obligations described in this paragraph shall likewise be suspended until such time as the Company has advised them it that solicitation of offers to purchase may be resumed. The resumed and the Company will give has complied with Section 6 of the Agents notice of its intention to file or prepare any additional registration statement with respect Agency Agreement to the registration of additional Notes, any amendment extent then required. If the Company decides to amend or supplement the Registration Statement or any amendment or supplement the Prospectus relating to the Prospectus Notes (other than an amendment or supplement providing solely for a to change in the interest rates of the Notes or an amendment maturities or supplement that relates exclusively to an offering of senior debt securities other than the Notes) or any document that would as similar changes and except in all cases by filing a result thereof be incorporated by reference in the Prospectus, and will furnish the Agents with copies of any such amendment or supplement or other documents proposed to be filed or prepared a reasonable time in advance of such proposed filing or preparation, as the case may be, and will not file any such amendment or supplement or other documents in a form to which the Agents or counsel for the Agents shall reasonably object; PROVIDED, that the requirements of this sentence shall not apply to the Company's proxy statement, its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q or its Current Reports report on Form 8-K, so long as pursuant to the Company shall Exchange Act, solely to add exhibits to documents previously filed), it will promptly advise the Agents and the Trustee and will furnish the Agents and the Trustee with copies of the proposed amendment or supplement. In the event that at the time the Agents, at the direction of the Company, suspend solicitation of offers to purchase from the Company there shall be any orders outstanding which have not been settled, the Company will promptly advise the Agents and the Trustee whether such documents orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the Settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Prospectus A copy of the Prospectus as most recently amended or supplemented on or prior to the date of filing delivery thereof must be delivered to a purchaser prior to or together with thethe earliest of (i) any written offer of such Note, (ii) confirmation of the purchase of such Note and (iii) payment for such Note by its purchaser. The Company shall ensure that an Agent receives copies of the Prospectus and each amendment or supplement thereto (including appropriate pricing stickers as described in the section entitled “Procedures for Establishing the Terms of the Notes” above) in such quantities and within such time limits as will enable such Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. If, since the date of acceptance of a purchaser’s offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Company and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. The Trustee will make all such deliveries with respect to all Notes sold directly by the Company.

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 and, if the Agents shall not then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if the Agents hold Notes as principal pursuant to a Terms Agreement, the Agents have held such Notes for more than 180 days), the Company's obligations described in this paragraph shall likewise be suspended until such time as the Company has advised them the Agents that solicitation of offers to purchase may be resumed. The If the Company will give the Agents notice of its intention decides to file amend or prepare any additional registration statement with respect to the registration of additional Notes, any amendment to supplement the Registration Statement or any amendment or supplement to the Prospectus (other than an amendment to establish or supplement providing solely for a change in the interest rates of the Notes or an amendment formulas, maturities, prices or supplement that relates exclusively other similar variable terms with respect to an offering of senior debt securities other than the Notes) or any document that would as a result thereof be incorporated by reference in ), it will promptly advise the Prospectus, Agents and will furnish the Agents and their counsel with copies of any the proposed amendment or supplement. Copies of such amendment or supplement will be delivered or other documents proposed mailed to be filed or prepared a reasonable time the Agents, their counsel and the Trustee in advance quantities which such parties may reasonably request at the following respective addresses: [NAMES AND ADDRESSES]. For record keeping purposes, one copy of such proposed filing or preparation, as the case may be, and will not file any each such amendment or supplement shall also be mailed or telecopied to Xxxxx, Brown & Xxxxx, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, Attention: Xxxxxx X. Xxxx, telecopier: (000) 000-0000. In the event that at the time the solicitation of offers to purchase from the Company is suspended (other than to establish or change interest rates or formulas, maturities, prices or other documents similar variable terms with respect to the Notes) there shall be any offers to purchase Notes that have been accepted by the Company which have not been settled, the Company will promptly advise the Offering Agent and the Trustee whether such offers may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in a form to effect at the time of the suspension may be delivered in connection with the settlement of such offers. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the Agents or counsel for the Agents shall reasonably object; PROVIDED, event that the requirements of this sentence shall Company determines that such offers may not apply to the Company's proxy statement, its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q be settled or its Current Reports on Form 8-K, so long as the Company shall furnish the Agents with that copies of such documents on Prospectus may not be so delivered. Delivery of Prospectus and applicable Pricing Supplement: A copy of the most recent Prospectus and the applicable Pricing Supplement, which pursuant to Rule 434 may be delivered separately from the Prospectus, must accompany or prior precede the earlier of (a) the written confirmation of a sale sent to an investor or other purchaser or its agent and (b) the delivery of Notes to an investor or other purchaser or its agent. Authenticity of Signatures: The Agents will have no obligation or liability to the date Company or the Trustee in respect of filing thereof with thethe 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 the Company's representations, warranties and covenants contained in the Agency Agreement, the Company may instruct the Agents each Agent to suspend solicitation of purchases of Book-Entry Notes at any time. Upon receipt of such instructions the Agents instructions, each Agent will forthwith suspend solicitation of offers to purchase from such solicitations until such time as it has been advised by the Company andthat such solicitations may be resumed. If the Company decides to amend or supplement the Registration Statements (as defined in the Agency Agreement) filed by the Company with the Commission with respect to the Notes or the Prospectus relating to the Notes, if it will promptly advise each Agent and will furnish it with the Agents shall not then hold proposed amendment or supplement and with any Notes such certificates and opinions as principal purchased pursuant to a Terms Agreement (orare required, if the Agents hold Notes as principal pursuant to a Terms Agreement, the Agents have held such Notes for more than 180 days), all consistent with the Company's obligations described in this paragraph shall likewise be suspended until such time as under the Agency Agreement. Subject to the provisions of the Agency Agreement, the Company has advised them that solicitation of offers may file with the Commission any such supplement to purchase may be resumedthe Prospectus relating to the Notes. The Company will give provide the Agents notice of its intention to file or prepare any additional registration statement with respect to and the registration of additional Notes, any amendment to the Registration Statement or any amendment or supplement to the Prospectus (other than an amendment or supplement providing solely for a change in the interest rates of the Notes or an amendment or supplement that relates exclusively to an offering of senior debt securities other than the Notes) or any document that would as a result thereof be incorporated by reference in the Prospectus, and will furnish the Agents Trustee with copies of any such amendment or supplement or other documents proposed to be filed or prepared a reasonable time in advance of such proposed filing or preparation, as the case may besupplement, and will not file any such amendment or supplement or other documents in a form confirm to which the Agents or counsel for that such supplement has been filed with the Agents shall reasonably object; PROVIDED, that the requirements of this sentence shall not apply Commission pursuant to the Company's proxy statementapplicable paragraph of Rule 424(b). The Company will, its Annual Report on Form 10-Kconsistent with such obligations, its Quarterly Reports on Form 10-Q or its Current Reports on Form 8-K, so long as promptly advise each Agent and the Company shall furnish Trustee whether orders outstanding at the Agents with time each Agent suspends solicitation may be settled and whether copies of such documents on Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, 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 that may be made in the event that the Company determines that such orders may not be settled or prior to the date that copies of filing thereof with thesuch Prospectus and Pricing Supplement may not be so delivered.

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 and, if the Agents shall not then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if the Agents hold Notes as principal pursuant to a Terms Agreement, the Agents have held such Notes for more than 180 days), the Company's obligations described in this paragraph shall likewise be suspended until such time as the Company has advised them the Agents that solicitation of offers to purchase may be resumed. The If the Company will give the Agents notice of its intention decides to file amend or prepare any additional registration statement with respect to the registration of additional Notes, any amendment to supplement the Registration Statement or any amendment or supplement to the Prospectus (other than an amendment to establish or supplement providing solely for a change in the interest rates of the Notes or an amendment formulas, maturities, prices or supplement that relates exclusively other similar variable terms with respect to an offering of senior debt securities other than the Notes) or any document that would as a result thereof be incorporated by reference in ), it will promptly advise the Prospectus, Agents and will furnish the Agents and their counsel with copies of any the proposed amendment or supplement. Copies of such amendment or supplement will be delivered or other documents proposed mailed to be filed or prepared a reasonable time the Agents, their counsel and the Trustee in advance quantities which such parties may reasonably request at the following respective addresses: [NAMES AND ADDRESSES]. For record keeping purposes, one copy of such proposed filing or preparation, as the case may be, and will not file any each such amendment or supplement shall also be mailed or telecopied to Xxxxx, Xxxxx & Xxxxx, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, Attention: Xxxxxx X. Best, telecopier: (000) 000-0000. In the event that at the time the solicitation of offers to purchase from the Company is suspended (other than to establish or change interest rates or formulas, maturities, prices or other documents similar variable terms with respect to the Notes) there shall be any offers to purchase Notes that have been accepted by the Company which have not been settled, the Company will promptly advise the Offering Agent and the Trustee whether such offers may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in a form to effect at the time of the suspension may be delivered in connection with the settlement of such offers. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the Agents or counsel for the Agents shall reasonably object; PROVIDED, event that the requirements of this sentence shall Company determines that such offers may not apply to the Company's proxy statement, its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q be settled or its Current Reports on Form 8-K, so long as the Company shall furnish the Agents with that copies of such documents on Prospectus may not be so delivered. Delivery of Prospectus and applicable Pricing Supplement: A copy of the most recent Prospectus and the applicable Pricing Supplement, which pursuant to Rule 434 may be delivered separately from the Prospectus, must accompany or prior precede the earlier of (a) the written confirmation of a sale sent to an investor or other purchaser or its agent and (b) the delivery of Notes to an investor or other purchaser or its agent. Authenticity of Signatures: The Agents will have no obligation or liability to the date Company or the Trustee in respect of filing thereof with thethe authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note.