Common use of Additional Covenants of the Company Clause in Contracts

Additional Covenants of the Company. The Company agrees that: (a) Each acceptance by the Company of an offer to purchase Securities shall be deemed to be an affirmation that the representations and warranties of the Company contained in this Agreement are true and correct in all material respects at the time of such acceptance and a covenant and an affirmation that such representations and warranties will be true and correct at the Time of Sale of such Securities and at the time of delivery to the purchaser of the Securities relating to such acceptance as though made at and as of such time, it being understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Information and the Prospectus as amended or supplemented at such time. (b) Promptly after the filing with the Commission of each amendment of or supplement to the Registration Statement or the Prospectus under the Act (other than any amendment or supplement which relates only to the offering and sale of securities other than the Securities or which serves only to set forth, or reflect a change in, the terms of any Securities or the principal amount of Securities remaining to be sold or any similar information), and each filing by the Company with the Commission of any Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company incorporated by reference into the Prospectus, the Company shall, at the request of an Agent, furnish such Agent with a certificate of the Chief Executive Officer, any Vice-Chairman, any Executive Vice President, the Chief Financial Officer, the Chief Operating Officer, the Corporate Treasurer or any other Executive Officer of the Company, dated the date of such amendment, supplement or filing, to the same effect as the certificate referred to in Section 5(f), modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such certificate; provided, however, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such certificate; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of such certificate dated the latest date on which the Company would but for this proviso have been required to furnish such certificate. (c) Promptly after the filing with the Commission of each Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company, the Company shall, at the request of an Agent, furnish such Agent with a written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Company, or such other counsel as is acceptable to each Agent, including in-house counsel, dated the date on which such Form 10-Q or Form 10-K was filed with the Commission, to the effect set forth in Section 5(d) hereof, and a letter, to the effect set forth in Section 5(e), but each modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented at such date; provided, however, that, in lieu of such opinion, such counsel may furnish each Agent with a letter to the effect that such Agent may rely on a prior opinion delivered under Section 5(d) or this Section 6(c), or letter delivered under Section 5(e), to the same extent as if it were dated the date of such letter and the statements therein related to the Registration Statement and the Prospectus as amended or supplemented at such date; provided further that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such opinion or letter; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the Agent. (d) Within a reasonable time after each date on which the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or any document that contains additional financial information, such as a Quarterly Report on Form 10-Q, shall be incorporated by reference into the Prospectus, the Company shall cause PricewaterhouseCoopers LLP to furnish each Agent with a letter, addressed jointly to the Board of Directors of the Company and the Agents, substantially in the form attached hereto as Exhibit D; provided, however, that within a reasonable time after the filing with the Commission of each Annual Report on Form 10-K of the Company, the Company shall instead furnish each Agent with a letter, addressed jointly to the Board of Directors of the Company and the Agents, to the effect set forth in Section 5(g) insofar as Section 5(g) relates to such additional financial information; provided further, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with either letter referred to above in this paragraph; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of (i) such letter substantially in the form of Exhibit D with respect to the period commencing with the beginning of the first fiscal quarter following the date of the most recent Annual Report on Form 10-K of the Company and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would but for this proviso be required to furnish such a letter and (ii) such letter to the effect set forth in Section 5(g) with respect to the most recent Annual Report on Form 10-K of the Company. (e) The Company agrees to offer to any person who shall have agreed to purchase Securities (including any Agent that has agreed to purchase Securities pursuant to Section 11 hereof) the right not to purchase such Securities if, on the settlement date for such purchase, the conditions set forth in Sections 5(a), (b), and (c), or any of them, shall not be satisfied.

Additional Covenants of the Company. The Company covenants and agrees that: (a) Each acceptance by the Company of an offer for the purchase of Securities through an Agent, and each delivery of Securities to purchase Securities an Agent pursuant to a Terms Agreement, shall be deemed to be an affirmation to such Agent that the representations and warranties of the Company contained in this Agreement and in any certificate theretofore delivered to such Agent pursuant hereto are true and correct in all material respects at the time of such acceptance and a covenant acceptance, and an affirmation undertaking that such representations and warranties will be true and correct at the Time of Sale of such Securities and at the time of delivery to the purchaser or his agent of the Securities relating to such acceptance acceptance, as though made at and as of each such time, time (it being understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Information Statement and the Prospectus as amended or supplemented at to each such time). (b) Promptly after the filing with the Commission of each amendment of or supplement to Each time that the Registration Statement or the Prospectus under the Act shall be amended or supplemented (other than any by an amendment or supplement which relates only to providing solely for a change in the offering and sale interest rates, manner of securities other than determining interest rates, interest payment dates or maturities of the Securities or which serves only to set forth, or reflect a change in, the terms of any Securities or in the principal amount of Securities remaining to be sold or any similar information), and each filing by changes or a supplement to the Prospectus in the form previously furnished to the Agents relating to a sale of securities otherwise than through an Agent) or the Company files with the Commission of any Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company document incorporated by reference into the ProspectusProspectus or (if required pursuant to the terms of a Terms Agreement) the Company sells Securities to an Agent pursuant to a Terms Agreement, the Company shall, at the request of an Agent, shall furnish such or cause to be furnished to each Agent with promptly a certificate of the Chief Executive OfficerPresident, any Vice-Chairman, any Executive a Vice President, the Chief Financial OfficerGeneral Manager, the Chief Operating Officer, the Corporate Treasurer or any other Executive Officer the Controller of the Company, dated Company to the date effect that the statements contained in the certificate referred to in Section 5(e) hereof which was last furnished to such Agent are true and correct at the time of such amendment, amendment or supplement or filing, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same effect tenor as the certificate referred to in said Section 5(f5(e), modified as necessary to relate to the Registration Statement and the Prospectus as amended or and supplemented to the date time of such certificate; provided, however, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such certificate; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of such certificate dated the latest date on which the Company would but for this proviso have been required to furnish such certificate. (c) Promptly after Each time that the filing Registration Statement or the Prospectus shall be amended or supplemented or the Company files with the Commission any document incorporated by reference into the Prospectus (other than by an amendment or supplement providing solely for a change in the interest rates, manner of determining interest rates, interest payment dates or maturities of the Securities remaining to be sold or similar changes or a supplement to the Prospectus in the form previously furnished to the Agents relating to the sale of securities otherwise than through an Agent) or (if required pursuant to the terms of a Terms Agreement) the Company sells Securities to an Agent pursuant to a Terms Agreement, the Company shall cause to be furnished promptly to each Quarterly Report on Form 10-Q Agent and its counsel the written opinion or Annual Report on Form 10-K opinions of Xxxxx X. Xxxxxxxx, and/or, at the option of the Company, the Company shall, at the request of an Agent, furnish such Agent with a written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx Coie LLP, counsel for the Company, or such other counsel as is acceptable to each Agent, including in-house counsel, dated the date on which of delivery of such Form 10-Q opinion or Form 10-K was filed with opinions, of the Commission, same tenor as the opinions referred to the effect set forth in Section 5(dSections 5(b) and 5(c) hereof, and a letter, to the effect set forth in Section 5(e), but each modified as necessary necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented at to the time of delivery of such dateopinion or opinions; provided, however, that, that in lieu of such opinionopinion or opinions, such counsel may furnish each Agent with a letter to the effect that such Agent the Agents may rely on a prior opinion delivered under Section 5(d) or this Section 6(c), or of such counsel which was to the same effect as the opinion in lieu of which such letter delivered under Section 5(e), is given to the same extent as if though it were was dated the date of such letter and the authorizing reliance (except that statements therein related in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such date; provided further that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such opinion or letter; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the time of delivery of such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the Agentauthorizing reliance). (d) Within a reasonable Each time after each date on which that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or the Company files with the Commission any document that contains additional financial information, such as a Quarterly Report on Form 10-Q, shall be incorporated by reference into the ProspectusProspectus which contains additional financial information or (if required pursuant to the terms of a Terms Agreement) the Company sells Securities to an Agent pursuant to a Terms Agreement, the Company shall cause PricewaterhouseCoopers Ernst & Young LLP promptly to furnish each Agent with a letter, addressed jointly dated the date of filing of such amendment, supplement or document with the Commission or the Closing Date, as the case may be, in form satisfactory to each Agent, of the same tenor as the letter referred to in Section 5(f) hereof but modified to relate to the Board Registration Statement and Prospectus, as amended and supplemented to the date of Directors such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company and the Agents, substantially in the form attached hereto as Exhibit DCompany; provided, however, that within if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a reasonable time after fiscal quarter, Ernst & Young LLP may limit the filing with the Commission scope of each Annual Report on Form 10-K of the Company, the Company shall instead furnish each Agent with a letter, addressed jointly to the Board of Directors of the Company and the Agents, to the effect set forth in Section 5(g) insofar as Section 5(g) relates to such additional financial information; provided further, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with either letter referred to above in this paragraph; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of (i) such letter substantially in the form of Exhibit D with respect to the period commencing with the beginning of the first fiscal quarter following the date of the most recent Annual Report on Form 10-K of the Company and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would but for this proviso be required to furnish such a letter and (ii) such letter to the effect set forth unaudited financial statements included in Section 5(g) with respect to such amendment or supplement unless there is contained therein any other accounting, financial or statistical information that, in the most recent Annual Report on Form 10-K reasonable judgment of the Companyan Agent, should be covered by such letter. (e) The Company agrees to offer to any person who shall have agreed to purchase Securities (including any Agent that has agreed to purchase Securities pursuant to Section 11 hereof) the right not to purchase such Securities if, on the settlement date for such purchase, the conditions set forth in Sections 5(a), (b), and (c), or any of them, shall not be satisfied.

Additional Covenants of the Company. The Company further covenants and agrees thatwith the Agent as follows: (a) Each acceptance delivery of a Purchase Notice by the Company of an offer to purchase Securities the Agent shall be deemed to be an affirmation that the representations and warranties of the Company herein contained and contained in this Agreement any certificate delivered to the Agent pursuant hereto are true and correct in all material respects at the time of such acceptance and a covenant delivery, and an affirmation undertaking that such representations and warranties will be true and correct at the Time time of Sale the consummation of such Securities the purchase by the Agent, and at the time of delivery to the purchaser Agent of Shares pursuant to the Securities relating to such acceptance Purchase Notice, as though made at and as of each such time, time (it being understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Information Statement and the Prospectus as amended or and supplemented at to the time of such time.Purchase Notice); (b) Promptly after the filing with the Commission of each amendment of or supplement to Each time that the Registration Statement or the Prospectus under shall be amended or supplemented (including by the Act (other than filing of any amendment or document incorporated by reference therein, but excluding any prospectus supplement which relates only relating solely to the offering and sale of securities other than the Securities or which serves only Shares pursuant to set forth, or reflect a change in, the terms of any Securities or the principal amount of Securities remaining to be sold or any similar informationPurchase Notice), and each filing by the Company with the Commission of any Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company incorporated by reference into the Prospectus, the Company shall, at shall furnish or cause to be furnished to the request of an Agent, furnish such Agent with forthwith a certificate of the Chief Executive Officer, any Vice-Chairman, any Executive Vice President, the Chief Financial Officer, the Chief Operating Officer, the Corporate Treasurer or any other Executive Officer of the Companycertificate, dated the date of filing with the Commission or the date of effectiveness of such amendmentamendment or supplement, supplement or filingas applicable, in form satisfactory to the Agent, to the same effect as that the statements contained in the certificate referred to in Section 5(f)6(a)(i) hereof are true and correct in all material respects at the time of the filing or effectiveness of such amendment or supplement, as applicable, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to Section 6(a)(i) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended or and supplemented to the date time of delivery of such certificate; provided. Any such certificate shall also include a certification that there has been no material adverse change in the condition, howeverfinancial or otherwise, that or in the earnings, business affairs or business prospects of the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with and its subsidiaries considered as one enterprise since the date of the last such certificate; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject certificate previously delivered to the delivery of such certificate dated the latest date on which the Company would but for this proviso have been required to furnish such certificate.Agent; (c) Promptly after Each time that the Registration Statement or the Prospectus shall be amended or supplemented (including by the filing of any document incorporated by reference therein, but excluding any prospectus supplement relating solely to the offering of Shares pursuant to a Purchase Notice), the Company shall furnish or cause to be furnished forthwith to the Agent and to counsel for the Agent the written opinion of White & Case LLP, or other counsel satisfactory to the Agent, dated the date of filing with the Commission or the date of each Quarterly Report on Form 10-Q effectiveness of such amendment or Annual Report on Form 10-K supplement, as applicable, in form and substance satisfactory to the Agent, of the Company, same tenor as the Company shall, at the request of an Agent, furnish such Agent with a written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Company, or such other counsel as is acceptable referred to each Agent, including in-house counsel, dated the date on which such Form 10-Q or Form 10-K was filed with the Commission, to the effect set forth in Section 5(d6(a)(ii) hereof, and a letter, to the effect set forth in Section 5(e), but each modified as necessary to relate to the Registration Statement and the Prospectus as amended or and supplemented at to the time of delivery of such date; provided, however, thatopinion or, in lieu of such opinion, counsel last furnishing such counsel may opinion to the Agent shall furnish each the Agent with a letter substantially to the effect that such the Agent may rely on a prior such last opinion delivered under Section 5(d) or this Section 6(c), or letter delivered under Section 5(e), to the same extent as if though it were was dated the date of such letter and the authorizing reliance (except that statements therein related in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or and supplemented at such date; provided further that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such opinion or letter; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the time of delivery of such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the Agent.authorizing reliance); (d) Within a reasonable Each time after each date on which that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or (including by the filing of any document that contains additional financial information, such as a Quarterly Report on Form 10-Q, shall be incorporated by reference into the Prospectustherein), the Company shall cause PricewaterhouseCoopers Ernst & Young LLP immediately to furnish each to the Agent with a letter, addressed jointly to dated the Board date of Directors of the Company and the Agents, substantially in the form attached hereto as Exhibit D; provided, however, that within a reasonable time after the filing with the Commission or the date of each Annual Report on Form 10-K effectiveness of such amendment or supplement, as applicable, of the Company, same tenor as the Company shall instead furnish each Agent with a letter, addressed jointly to the Board of Directors of the Company and the Agents, to the effect set forth in Section 5(g) insofar as Section 5(g) relates to such additional financial information; provided further, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with either letter referred to above in this paragraph; provided that the obligation of each Agent Section 6(a)(iii) hereof, but modified to begin thereafter to solicit offers to purchase Securities shall be subject relate to the delivery Registration Statement and Prospectus as amended and supplemented to the date of such letter; and (e) Prior to the date of this Agreement (i) such letter substantially in no stop order suspending the form of Exhibit D with respect to the period commencing with the beginning effectiveness of the first fiscal quarter following Registration Statement or any post-effective amendment thereto, and no order directed at any document incorporated by reference therein and no order preventing or suspending the date use of any Prospectus will have been issued by the Commission, and no suspension of the most recent Annual Report on Form 10-K qualification of the Company and ending with the end Shares for offering or sale in any jurisdiction, or of the most recent fiscal quarter orinitiation or threatening of any proceedings for any of such purposes, if later, the period as to which the Company would but for this proviso be required to furnish such a letter will have occurred; and (ii) such letter the Registration Statement and the Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the effect set forth statements therein, in Section 5(g) with respect to the most recent Annual Report on Form 10-K light of the Companycircumstances under which they were made, not misleading. (e) The Company agrees to offer to any person who shall have agreed to purchase Securities (including any Agent that has agreed to purchase Securities pursuant to Section 11 hereof) the right not to purchase such Securities if, on the settlement date for such purchase, the conditions set forth in Sections 5(a), (b), and (c), or any of them, shall not be satisfied.

Additional Covenants of the Company. The Company covenants and agrees that: (a) Each acceptance by the Company of an offer for the purchase of Securities through an Agent, and each delivery of Securities to purchase Securities an Agent pursuant to a Terms Agreement, shall be deemed to be an affirmation to such Agent that the representations and warranties of the Company contained in this Agreement and in any certificate theretofore delivered to such Agent pursuant hereto are true and correct in all material respects at the time of such acceptance and a covenant acceptance, and an affirmation undertaking that such representations and warranties will be true and correct at the Time of Sale of such Securities and at the time of delivery to the purchaser or his agent of the Securities relating to such acceptance acceptance, as though made at and as of each such time, time (it being understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Information Statement and the Prospectus as amended or supplemented at to each such time). (b) Promptly after the filing with the Commission of each amendment of or supplement to Each time that (1) the Registration Statement or the Prospectus under shall be amended or supplemented or the Act Company files with the Commission any document incorporated by reference into the Prospectus (other than any by an amendment or supplement which relates only to providing solely for a change in the offering and sale interest rates, manner of securities other than determining interest rates, interest payment dates or maturities of the Securities or which serves only to set forth, or reflect a change in, the terms of any Securities or in the principal amount of Securities remaining to be sold or any similar information), and each filing by changes or a supplement to the Prospectus in the form previously furnished to the Agents relating to a sale of securities otherwise than through an Agent) or (2) (if required pursuant to the terms of a Terms Agreement) the Company with the Commission of any Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company incorporated by reference into the Prospectussells Securities to an Agent pursuant to a Terms Agreement, the Company shall, at the request of an Agent, shall furnish such or cause to be furnished to each Agent with promptly a certificate of the Chief Executive OfficerPresident, any Vice-Chairman, any Executive a Vice President, the Chief Financial OfficerGeneral Manager, the Chief Operating Officer, the Corporate Treasurer or any other Executive Officer the Controller of the Company, dated Company to the date effect that the statements contained in the certificate referred to in Section 5(f) hereof which was last furnished to such Agent are true and correct at the time of such amendment, amendment or supplement or filingfiling (or the Settlement Date), as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same effect tenor as the certificate referred to in said Section 5(f), modified as necessary to relate to the Registration Statement and the Prospectus as amended or and supplemented to the date time of delivery of such certificate; provided, however, that the Company shall not any certificate furnished or caused to be required during any period in which it has instructed each Agent furnished pursuant to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such certificate; provided that the obligation clause (1) of each Agent to begin thereafter to solicit offers to purchase Securities this paragraph shall be subject to at the delivery option of such certificate dated the latest date on which the Company would but for this proviso have been required to furnish such certificateCompany. (c) Promptly after Each time that (1) the filing Registration Statement or the Prospectus shall be amended or supplemented or the Company files with the Commission any document incorporated by reference into the Prospectus (other than by an amendment or supplement providing solely for a change in the interest rates, manner of determining interest rates, interest payment dates or maturities of the Securities remaining to be sold or similar changes or a supplement to the Prospectus in the form previously furnished to the Agents relating to the sale of securities otherwise than through an Agent) or (2) (if required pursuant to the terms of a Terms Agreement) the Company sells Securities to an Agent pursuant to a Terms Agreement, the Company shall cause to be furnished promptly to each Quarterly Report on Form 10-Q Agent and its counsel the written opinion or Annual Report on Form 10-K opinions of Counsel of PACCAR and the Company, and/or, at the option of the Company, the Company shall, at the request of an Agent, furnish such Agent with a written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx Coie LLP, counsel for the Company, or such other counsel as is acceptable to each Agent, including in-house counsel, dated the date on which of delivery of such Form 10-Q opinion or Form 10-K was filed with opinions, of the Commission, same tenor as the opinions referred to the effect set forth in Section 5(dSections 5(b) and 5(c) hereof, and a letter, to the effect set forth in Section 5(e), but each modified as necessary necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented at to the time of delivery of such dateopinion or opinions; provided, however, that, that in lieu of such opinionopinion or opinions, such counsel may furnish each Agent with a letter to the effect that such Agent the Agents may rely on a prior opinion delivered under Section 5(d) or this Section 6(c), or of such counsel which was to the same effect as the opinion in lieu of which such letter delivered under Section 5(e), is given to the same extent as if though it were was dated the date of such letter and the authorizing reliance (except that statements therein related in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such date; provided further that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such opinion or letter; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the time of delivery of such letter authorizing reliance); provided, further, that any opinion or letter dated not earlier than opinions caused to be furnished pursuant to clause (1) of this paragraph shall be at the date option of the most recent fiscal quarter end if such delivery is so requested by the AgentCompany. (d) Within a reasonable Each time after each date on which that (1) the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or the Company files with the Commission any document that contains additional financial information, such as a Quarterly Report on Form 10-Q, shall be incorporated by reference into the ProspectusProspectus which contains additional financial information or (2) (if required pursuant to the terms of a Terms Agreement) the Company sells Securities to an Agent pursuant to a Terms Agreement, the Company shall cause PricewaterhouseCoopers Ernst & Young LLP promptly to furnish each Agent with a letter, addressed jointly dated the date of filing of such amendment, supplement or document with the Commission or the Settlement Date, as the case may be, in form satisfactory to each Agent, of the same tenor as the letter referred to in Section 5(g) hereof but modified to relate to the Board Registration Statement and Prospectus, as amended and supplemented to the date of Directors such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company and the Agents, substantially in the form attached hereto as Exhibit DCompany; provided, however, that within if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a reasonable time after fiscal quarter, Ernst & Young LLP may limit the filing with the Commission scope of each Annual Report on Form 10-K of the Company, the Company shall instead furnish each Agent with a letter, addressed jointly to the Board of Directors of the Company and the Agents, to the effect set forth in Section 5(g) insofar as Section 5(g) relates to such additional financial information; provided further, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with either letter referred to above in this paragraph; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of (i) such letter substantially in the form of Exhibit D with respect to the period commencing with the beginning of the first fiscal quarter following the date of the most recent Annual Report on Form 10-K of the Company and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would but for this proviso be required to furnish such a letter and (ii) such letter to the effect set forth unaudited financial statements included in Section 5(gsuch amendment or supplement unless there is contained therein any other accounting, financial or statistical information that, in the reasonable judgment of an Agent, should be covered by such letter; provided, further, that any letter caused to be furnished pursuant to clause (1) with respect to of this paragraph shall be at the most recent Annual Report on Form 10-K option of the Company. (e) The Company agrees to offer to any person who shall have agreed to purchase Securities (including any Agent that has agreed to purchase Securities pursuant to Section 11 hereof) the right not to purchase such Securities if, on the settlement date for such purchase, the conditions set forth in Sections 5(a), (b), and (c), or any of them, shall not be satisfied.

Additional Covenants of the Company. The Company agrees and the Stockholder, as applicable, agree that: (a) Each acceptance by On the Company of an offer first settlement date for a sale pursuant to purchase Securities shall be deemed to be an affirmation the Prospectus (the "Initial Representation Date") and on each date thereafter that is the representations and warranties earlier of the Company contained in this Agreement are true and correct in all material respects at the time of such acceptance and a covenant and an affirmation that such representations and warranties will be true and correct at the Time of Sale of such Securities and at the time of delivery to the purchaser of the Securities relating to such acceptance as though made at and as of such time, it being understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Information and the Prospectus as amended or supplemented at such time. (b) Promptly after the filing with the Commission of each amendment of or supplement to the Registration Statement or the Prospectus under the Act (other than any amendment or supplement which relates only to the offering and sale of securities other than the Securities or which serves only to set forth, or reflect a change in, the terms of any Securities or the principal amount of Securities remaining to be sold or any similar information), and each filing by the Company with the Commission of any Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company incorporated by reference into the Prospectus, the Company shall, at the request of an Agent, furnish such Agent with a certificate of the Chief Executive Officer, any Vice-Chairman, any Executive Vice President, the Chief Financial Officer, the Chief Operating Officer, the Corporate Treasurer or any other Executive Officer of the Company, dated the date of such amendment, supplement or filing, to the same effect as the certificate referred to in Section 5(f), modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such certificate; provided, however, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such certificate; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of such certificate dated the latest date on which the Company would but for this proviso have been required to furnish such certificate. (c) Promptly after the filing with the Commission of each Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company, the Company shall, at the request of an Agent, furnish such Agent with a written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Company, or such other counsel as is acceptable to each Agent, including in-house counsel, dated the date on which such Form 10-Q or Form 10-K was filed with the Commission, to the effect set forth in Section 5(d) hereof, and a letter, to the effect set forth in Section 5(e), but each modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented at such date; provided, however, that, in lieu of such opinion, such counsel may furnish each Agent with a letter to the effect that such Agent may rely on a prior opinion delivered under Section 5(d) or this Section 6(c), or letter delivered under Section 5(e), to the same extent as if it were dated the date of such letter and the statements therein related to the Registration Statement and the Prospectus as amended or supplemented at such date; provided further that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such opinion or letter; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the Agent. (d) Within a reasonable time after each date on which the Registration Statement or the Prospectus shall be is amended or supplemented and the thirty-first day following the most recent Representation Date (each such date, including the Initial Representation Date, a "Representation Date") until the Final Prospectus Date the Company agrees to include additional cause KPMG to deliver to the JPMorgan Entities a letter, dated such Representation Date confirming that they are independent public accountants within the meaning of the Act and the applicable published rules and regulations thereunder (the "Rules and Regulations") and stating to the effect that: (i) in their opinion the financial statements and schedules examined by them and included or incorporated in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Act and the related published Rules and Regulations; (ii) they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in Statement of Auditing Standards No. 71, Interim Financial Information, on the unaudited financial statements included or incorporated in the Registration Statement; (iii) on the basis of the review referred to in clause (ii) above, a reading of the latest available interim financial statements of the Company, inquiries of officials of the Company who have responsibility for financial and accounting matters and other specified procedures, nothing came to their attention that caused them to believe that: (A) the unaudited financial statements included or incorporated in the Registration Statement do not comply as to form in all material respects with the applicable accounting requirements of the Act and the related published Rules and Regulations or any document that contains additional material modifications should be made to such unaudited financial informationstatements for them to be in conformity with generally accepted accounting principles; (B) at the date of the latest available balance sheet read by such accountants, or at a subsequent specified date not more than three business days prior to the date of such letter, there was any increase in the consolidated borrowings (defined as a Quarterly Report the sum of (i) borrowings from the Federal Home Loan Bank, (ii) securities sold under agreements to repurchase and (iii) other borrowings) or changes in the capital stock (other than exercises of stock options) of the Company, as compared with amounts shown on Form 10-Q, shall be incorporated by reference into the latest balance sheet included in the Prospectus; or (C) for the period from the closing date of the latest income statement included or incorporated in the Prospectus to the closing date of the latest available income statement read by such accountants there were any decreases, as compared with the corresponding period of the previous year in consolidated net interest income, total non-interest income (excluding the effects of adjustments, if any, resulting from the Company's measurement of the value of mortgage servicing rights which is made only at the end of the calendar quarter) or net income (excluding the effects of adjustments, if any, relating to the Company's determination of the adequacy of the allowance for loan and lease losses and measurement of the fair value of mortgage servicing rights which are made at the end of the calendar quarter); except in all cases set forth in clauses (B) and (C) above for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and (iv) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial information contained in the Registration Statement (in each case to the extent that such dollar amounts, percentages and other financial information are derived from the general accounting records of the Company and its subsidiaries subject to the internal controls of the Company's accounting system or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial information to be in agreement with such results, except as otherwise specified in such letter. (b) On each Representation Date, the Company shall cause PricewaterhouseCoopers LLP to furnish each Agent with a letter, addressed jointly be delivered to the Board JPMorgan Entities an opinion, dated such Representation Date, of Directors Christie S. Flanagan, Esq., Executive Vice President and Xxxxxxx Xxxxxxx xx the Company, or James R. Eller, Esq., Senior Vice President, Secretary axx Xxxxxxx xx the Company, to the effect that: (i) The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Prospectus; (ii) All outstanding shares of the Common Stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and conform in all material respects to the description thereof contained in the Prospectus; (iii) The Company is not an "investment company" as defined in the Investment Company Act of 1940. (iv) No consent, approval, authorization or order of, or filing with, any governmental agency or body or, to such counsel's knowledge, any court is required to be obtained or made by the Company for the performance by the Company of its obligations hereunder or the consummation of the transactions contemplated by this Agreement in connection with the sale of the Securities as described in the Prospectus, except such as have been obtained and made under the Act and such as may be required under state securities laws or pursuant to the rules of the National Association of Securities Dealers; (v) The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or, to such counsel's knowledge, order of any governmental agency or body or any court having jurisdiction over the Company or any subsidiary of the Company or any of their properties, or any agreement or instrument known to such counsel to which the Company or any such subsidiary is a party or by which the Company or any such subsidiary is bound or to which any of the properties of the Company or any such subsidiary is subject, or the charter or by-laws of the Company or any such subsidiary; (vi) The Registration Statement was declared effective under the Act as of the date and time specified in such opinion, the Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424 under the Act specified in such opinion on the date specified therein, and, to the best of the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act, and the Registration Statement and the Prospectus, and each amendment or supplement thereto, as of their respective effective or issue dates, complied as to form in all material respects with the requirements of the Act and the Rules and Regulations; the descriptions in the Registration Statement and Prospectus of statutes, legal and governmental proceedings and contracts and other documents are accurate and fairly present in all material respects the information required to be shown; and such counsel does not know of any legal or governmental proceedings required to be described in the Registration Statement or the Prospectus which are not described as required or of any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement which are not described and filed as required; it being understood that such counsel need express no opinion as to the financial statements or other financial or statistical data contained or incorporated by reference in the Registration Statement or the Prospectus; and (vii) In addition, such opinion shall also contain a statement that such counsel has participated in conferences with officers and representatives of the Company and representatives of the Agentsindependent public accountants for the Company at which the contents of the Prospectus (including the documents incorporated therein) and related matters were discussed and, substantially although such counsel is not passing upon and does not assume responsibility for the accuracy, completeness or fairness of the statements contained in the form attached hereto as Exhibit D; providedRegistration Statement or the Prospectus and has not made any independent check or verification thereof, however, that within a reasonable time after on the filing with the Commission of each Annual Report on Form 10-K basis of the Companyforegoing, the Company shall instead furnish each Agent with a letter, addressed jointly no facts have come to the Board attention of Directors such counsel which have led such counsel to believe that the Registration Statement or any amendment thereto, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus or any amendment or supplement thereto, as of its issue date or as of such Representation Date, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the Company and the Agentscircumstances under which they were made, not misleading (it being understood that such counsel need not express an opinion as to the effect set forth financial statements or other financial or statistical data contained in Section 5(g) insofar as Section 5(g) relates to such additional financial information; provided further, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with either letter referred to above in this paragraph; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of (i) such letter substantially incorporated by reference in the form of Exhibit D with respect to Registration Statement or the period commencing with the beginning of the first fiscal quarter following the date of the most recent Annual Report on Form 10-K of the Company Prospectus); (viii) This Agreement has been duly authorized, executed and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would but for this proviso be required to furnish such a letter and (ii) such letter to the effect set forth in Section 5(g) with respect to the most recent Annual Report on Form 10-K of delivered by the Company. (ec) On the Initial Representation Date, the Stockholder and Mafco shall cause to be delivered to the JPMorgan Entities an opinion, dated such Initial Representation Date, of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Stockholder, to the xxxxxx thax: (i) No consent, approval, license, authorization or validation of, or filing, qualification or registration with, any court, regulatory body, administrative agency or governmental body of the State of Delaware, the State of New York or the United States of America having jurisdiction over the Stockholder or Mafco under Applicable Laws (as defined below), which has not been obtained or taken and is not in full force and effect, is required to authorize, or is required in connection with, the execution, delivery or performance of this Agreement; (ii) The Company agrees to offer to any person who shall have agreed to purchase Securities execution, delivery and performance of this Agreement and the performance of its obligations hereunder will not (including any Agent that has agreed to purchase Securities pursuant to Section 11 hereofi) the right not to purchase such Securities ifconstitute a violation of, on the settlement date for such purchaseor a breach or default under, the conditions set forth terms of any of the agreements or instruments identified on a schedule to such counsel's opinion, (ii) violate or conflict with, or result in Sections 5(aany contravention of, any Applicable Law or any judgments, orders or decrees identified on a schedule to such counsel's opinion or (iii) constitute a violation of the charter or by-laws of the Stockholder or Mafco. As used herein "Applicable Laws" means the General Corporation Law of the State of Delaware and those laws, rules and regulations of the State of New York and the United States of America, in each case, which, in such counsel's experience, are normally applicable to transactions of the type contemplated by this Agreement (other than the United States federal securities laws, state securities or blue sky laws, antifraud laws and the rules and regulations of the National Association of Securities Dealers, Inc.), (b)without such counsel having made any special investigation as to the applicability of any specific law, and (c)rule or regulation. Such counsel need not express any opinion, however, with respect to whether the execution, delivery or performance by the Stockholder or Mafco of this Agreement will constitute a violation of, or a default under, any covenant, restriction or provision with respect to financial ratios or tests or any aspect of the financial condition or results of operations of the Stockholder or Mafco or any of them, shall not be satisfiedtheir subsidiaries.

Additional Covenants of the Company. The Company agrees that: (a) Each acceptance by the Company of an offer to purchase Program Securities shall be deemed to be an affirmation that the representations and warranties of the Company contained in this Agreement are true and correct in all material respects at the time of such acceptance and a covenant and an affirmation that such representations and warranties will be true and correct at the Time of Sale of such Securities and at the time of delivery to the purchaser of the Program Securities relating to such acceptance as though made at and as of such time, it being understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Information and the Prospectus as amended or supplemented at such time. (b) Promptly after the filing with the Commission of each amendment of or supplement to the Registration Statement or the Prospectus under the Act (other than (i) information filed or furnished to the Commission in a Current Report on Form 8-K (or any successor form thereto); (ii) an exhibit to the Registration Statement or Prospectus that does not relate to the Program Securities; (iii) any amendment or supplement which relates only to the offering and sale of securities other than the Program Securities or which serves only to set forth, or reflect a change in, the terms of any Program Securities or the principal amount of Program Securities remaining to be sold or any similar information), and each filing by the Company with shall (if requested in writing to the Commission of any Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company incorporated by reference into the Prospectus, the Company shall, at the request of an Agent, Company) furnish such each Agent with a certificate of the Chief Executive OfficerChairman of the Board, the President, any Vice-Chairman, any Executive Vice President, the Chief Financial Officer, the Chief Operating OfficerTreasurer, the Corporate Treasurer any Assistant Treasurer, or any other Executive Officer of the Company, dated the date of such amendment, supplement or filing, filing to the same effect as the certificate referred to in Section 5(f6(e), modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such certificate; provided, however, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Program Securities to furnish each Agent with such certificate; , provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Program Securities shall be subject to the delivery of such certificate dated the latest date on which the Company would would, but for this proviso proviso, have been required to furnish such certificate. (c) Promptly after the filing with the Commission of each Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company, the Company shall, at shall (if requested in writing to the request of an Agent, Company) furnish such each Agent with a written opinion of Xxxxxxx Xxxxxxx King & Xxxxxxxx Spalding LLP, counsel for the Company, or such other counsel as is acceptable to each Agent, including in-house counsel, dated the date on which such Form 10-Q or Form 10-K was filed with the Commission, to the effect set forth in Section 5(d6(d) hereof, and a letter, to the effect set forth in Section 5(e), but each modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented at such date; provided, however, that, that in lieu of such opinion, such counsel may furnish each Agent with a letter to the effect that such Agent may rely on a prior opinion delivered under Section 5(d6(d) or this Section 6(c), or letter delivered under Section 5(e), 7(c) to the same extent as if it were dated the date of such letter and the statements therein related to the Registration Statement and the Prospectus as amended or supplemented at such date; provided further further, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Program Securities to furnish each Agent with such opinion or letter; , provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Program Securities shall be subject to the delivery of such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the Agent. (d) Within a reasonable time after each date on which the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or any document that contains additional financial information, such as a Quarterly Report on Form 10-Q, shall be incorporated by reference into the Prospectus, the Company (if requested in writing to the Company) shall cause PricewaterhouseCoopers LLP its independent registered public accounting firm to furnish each Agent with a letter, addressed jointly to the Board of Directors of the Company and the AgentsAgents and dated such date, substantially in the form attached hereto as Exhibit DE; provided, however, that within a reasonable time after the filing with the Commission of each Annual Report of the Company on Form 10-K of the CompanyK, the Company (if requested in writing to the Company) shall instead furnish each Agent with a letter, letter addressed jointly to the Board of Directors of the Company and the AgentsAgents and dated such date, to the effect set forth in Section 5(g) 6(f), insofar as Section 5(g6(f) relates to such additional financial information; provided further, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Program Securities to furnish each Agent with either letter referred to above in this paragraph; , provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Program Securities shall be subject to the delivery of (i) such letter substantially in the form of Exhibit D E with respect to the period commencing with the beginning of the first fiscal quarter following the date of the most recent Annual Report of the Company on Form 10-K of the Company and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would would, but for this proviso proviso, be required to furnish such a letter and (ii) such letter to the effect set forth in Section 5(g6(f) with respect to the most recent Annual Report of the Company on Form 10-K K. (e) In the event that the Company appoints an Additional Agent pursuant to Section 3(c) of this Agreement, the Company (if requested in writing to the Company) shall cause its independent registered public accounting firm to deliver a letter addressed to the Company and such Additional Agent (a “Reliance Letter”) entitling such Additional Agent to the benefits of any letter delivered by such independent registered public accounting firm pursuant to paragraph (d) of this Section 7. (ef) In the event that the Company appoints an Additional Agent pursuant to Section 3(c) of this Agreement, the Company shall (if requested in writing to the Company) furnish such Additional Agent(s) with a written opinion of King & Spalding LLP, counsel for the Company, or such other counsel as is acceptable to such Additional Agent, to the effect set forth in Section 6(d) or Section 7(c) hereof, but modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented at the date of the latest filing by the Company of a Quarterly Report on Form 10-Q or Annual Report on Form 10-K; provided, however, that in lieu of such opinion, such counsel may furnish each Additional Agent with a letter to the effect that such Additional Agent may rely on a prior opinion delivered under Section 6(d) or Section 7(c) to the same extent as if it were dated the date of such Form 10-Q or Form 10-K filing and the statements therein related to the Registration Statement and the Prospectus as amended or supplemented at such date; provided further, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Program Securities to furnish each Agent with such opinion or letter, provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Program Securities shall be subject to the delivery of such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the Agent. (g) The Company agrees to offer to any person who shall have agreed to purchase Program Securities (including any Agent that has agreed to purchase Program Securities pursuant to Section 11 4 hereof) the right not to purchase such Program Securities if, on the settlement date Settlement Date for such purchase, the conditions set forth in Sections 5(a), 6(a) and (b), and (c), or any either of them, shall not be satisfied. (h) The Company will, pursuant to reasonable procedures developed in good faith, retain for a period of not less than three years copies of each Free Writing Prospectus and other Time of Sale Information that is not filed with the Commission in accordance with Rule 433 under the Act and maintain records regarding the timing of the delivery of all applicable Time of Sale Information. (i) The Company will at all times use its best efforts to comply with the disclosure requirements under the Act and Exchange Act relating to its status as a “well-known seasoned issuer”, as defined in Rule 405 of the Act, which efforts will include the filing of all reports and materials set forth in section 1(i) of the definition of Ineligible Issuer as defined in Rule 405 of the Act. The Company will notify the Agents in writing promptly after learning of any event or circumstance that may affect its status as a “well-known seasoned issuer.” (j) The Company will pay any filing fees required by Rule 457 of the Act in connection with filing Time of Sale Information and each Free Writing Prospectus, by the times required under the Act. (k) The Company agrees that any other security that is added to the Program Securities by post-effective amendment to the Registration Statement shall be duly authorized by the Company. The Company shall provide to Agents officers’ certificates or opinions of counsel or comfort letters relating to such security as the Agents may reasonably request.

Additional Covenants of the Company. The Company further covenants and agrees thatwith the Purchaser and the Selling Stockholder as follows: (a) Each acceptance delivery by the Company of an offer a Direction to purchase Securities Sell to the Purchaser or of Make- whole Shares to the Selling Stockholder shall be deemed to be an affirmation that the representations and warranties of the Company contained in Section 1 of this Agreement and in any officers' certificate delivered to the Purchaser or the Selling Stockholder pursuant hereto are true and correct in all material respects at the time of such acceptance and a covenant delivery, and an affirmation undertaking that such representations and warranties will be true and correct at the Time date of Sale of such Securities and at sale specified in the time of delivery Direction to the purchaser of the Securities relating to such acceptance Sell, as though made at and as of each such time, time (it being understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Information Statement and the Prospectus as amended or and supplemented at to each such time). (b) Promptly after Each time that (i) the filing with the Commission of each amendment of Company shall file a Material Amendment or supplement Supplement to the Registration Statement or the Prospectus (as defined in Section 6(c)), (ii) the Purchaser or the Selling Stockholder shall so require as a condition to the sale of Purchased Shares pursuant to a Direction to Sell, or (iii) the Selling Stockholder shall so require as a condition to the acceptance by the Selling Stockholder of Make-whole Shares under the Act (other than any amendment or supplement which relates only to the offering and sale of securities other than the Securities or which serves only to set forth, or reflect a change in, the terms of any Securities or the principal amount of Securities remaining to be sold or any similar information), and each filing by the Company with the Commission of any Quarterly Report on Form 10-Q or Annual Report on Form 10-K Forward Purchase Agreement in payment of the Company incorporated by reference into Make-whole Amount (as defined in the ProspectusForward Purchase Agreement), the Company shallshall furnish or cause to be furnished to the Purchaser and/or the Selling Stockholder, at the request of an Agent, furnish such Agent with a certificate of the Chief Executive Officer, any Vice-Chairman, any Executive Vice Presidentas applicable, the Chief Financial Officer, the Chief Operating Officer, the Corporate Treasurer or any other Executive Officer of the Companyfollowing: (i) a certificate, dated the date of filing with the Commission or the date of effectiveness of such amendmentamendment or supplement, supplement as applicable, or filingthe date of delivery of a Direction to Sell or of Make-whole Shares, as the case may be, in form and substance reasonably satisfactory to the Purchaser and/or the Selling Stockholder, as applicable, to the same effect as that the representations contained in Section 1 of this Agreement and in the certificate referred to in Section 5(f)4(e) hereof are true and correct at the time of the filing or effectiveness of such amendment or supplement, as applicable, or of the delivery of the Direction to Sell or of Make-whole Shares, as the case may be, as though made at and as of such time (except that such representations and warranties shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to Section 4(e) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended or and supplemented to the date time of delivery of such certificate; provided; (ii) the written opinion of John J. Sabl, howeverExecutive Vice President, that General Counsel xxx Xxxxxxxxy of the Company shall not be required during any period in which it has instructed each Agent to cease Company, or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such certificate; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject other counsel satisfactory to the delivery of such certificate Purchaser and/or the Selling Stockholder, as the case may be, dated the latest date on which the Company would but for this proviso have been required to furnish such certificate. (c) Promptly after the of filing with the Commission or the date of each Quarterly Report on Form 10effectiveness of such amendment or supplement, as applicable, or the date of delivery of a Direction to Sell or of Make-Q or Annual Report on Form 10-K whole Shares, as the case may be, in form and substance satisfactory to the Purchaser and/or the Selling Stockholder, as applicable, of the Company, same tenor as the Company shall, at the request of an Agent, furnish such Agent with a written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Company, or such other counsel as is acceptable referred to each Agent, including in-house counsel, dated the date on which such Form 10-Q or Form 10-K was filed with the Commission, to the effect set forth in Section 5(d4(c) hereof, and a letter, to the effect set forth in Section 5(e), but each modified as necessary to relate to the Registration Statement and the Prospectus as amended or and supplemented at to the time of delivery of such date; provided, however, thatopinion or, in lieu of such opinion, counsel last furnishing such counsel may opinion to the Purchaser and/or the Selling Stockholder shall furnish each Agent the Purchaser and/or the Selling Stockholder, as applicable, with a letter substantially to the effect that such Agent the Purchaser and/or the Selling Stockholder, as applicable, may rely on a prior such last opinion delivered under Section 5(d) or this Section 6(c), or letter delivered under Section 5(e), to the same extent as if though it were dated the date of such letter and the authorizing reliance (except that statements therein related in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or and supplemented at such date; provided further that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such opinion or letter; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the time of delivery of such opinion or letter authorizing reliance); and (iii) a letter, dated not earlier than the date of filing with the most recent fiscal quarter end if Commission or the date of effectiveness of such amendment or supplement, as applicable, or the date of such delivery is so requested by of a Direction to Sell or of Make-whole Shares, as the Agentcase may be, of PricewaterhouseCoopers LLP to the same tenor as the letter referred to in Section 4(f) hereof, but modified to relate to the Registration Statement and Prospectus as amended and supplemented to the date of such letter. (dc) Within a reasonable time after each date on which A "Material Amendment or Supplement to the Registration Statement or the Prospectus Prospectus" shall be amended or supplemented mean, during the Effective Period, (i) any amendment to include additional financial information or any document that contains additional financial information, such as a Quarterly Report on Form 10-Q, shall be incorporated the Registration Statement filed by reference into the Prospectus, the Company shall cause PricewaterhouseCoopers LLP to furnish each Agent with a letterunder the 1933 Act, addressed jointly to the Board of Directors of the Company and the Agents, substantially in the form attached hereto as Exhibit D; provided, however, that within a reasonable time after the filing with the Commission of (ii) each Annual Report on Form 10-K of the Company, the Company shall instead furnish each Agent with a letter, addressed jointly to the Board of Directors of the Company and the Agents, to the effect set forth in Section 5(g) insofar as Section 5(g) relates to such additional financial information; provided further, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with either letter referred to above in this paragraph; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of (i) such letter substantially in the form of Exhibit D with respect to the period commencing with the beginning of the first fiscal quarter following the date of the most recent Annual Quarterly Report on Form 10-Q filed by the Company, (iii) any Current Report on Form 8-K of the Company and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would but for this proviso be contains financial information required to furnish such a letter and (ii) such letter to the effect be set forth in Section 5(gor incorporated by reference into the Prospectus pursuant to Item 11 of Form S-3 under the Securities Act, and (iv) with respect to the most recent Annual any Current Report on Form 108-K , upon the reasonable request of the Purchaser and the Selling Stockholder. The Company shall deliver the documents provided for in Section 6(b) upon the date of filing of any Material Amendment or Supplement to the Registration Statement or Prospectus or such other date mutually agreed upon by the Company, the Purchaser and the Selling Stockholder. (ed) The In the event that the Purchaser or the Selling Stockholder elects to exercise its right to require delivery of the documents provided for in Section 6(b) as a condition to the sale of Purchased Shares pursuant to a Direction to Sell or that the Selling Stockholder elects to exercise its right to require delivery of such documents as a condition to its acceptance of Make-whole Shares in payment of the Make-whole Amount, the Purchaser or the Selling Stockholder, as applicable, shall provide written notice of its intent to require delivery of such documents within 24 hours of receipt of a Direction to Sell or of receipt by the Selling Stockholder of notice from the Company agrees of its election to offer to any person who pay the Make-whole Amount in Make-whole Shares. Neither the Selling Stockholder nor the Purchaser shall have agreed any obligation to purchase Securities (including any Agent that has agreed to purchase Securities sell Purchased Shares pursuant to a Direction to Sell and the Selling Stockholder shall have no obligation to accept Payment Shares or Make-whole Shares in payment of the Make-whole Amount until such time as the Company has complied with the provisions of Section 11 hereof) the right not to purchase such Securities if, on the settlement date for such purchase, the conditions set forth in Sections 5(a6(b), (b), and (c), or any of them, shall not be satisfied.

Additional Covenants of the Company. The Company covenants and agrees that: (a) Each acceptance by the Company it of an offer to for the purchase of Securities shall be deemed to be an affirmation that the representations and warranties of the Company contained in this Agreement are true and correct in all material respects at the time of such acceptance and a covenant and an affirmation undertaking that such representations and warranties will be true and correct at the Time of Sale of such Securities and in all material respects at the time of delivery to the purchaser or his agent of the Securities relating to such acceptance as though made at and as of each such time, time (and it being is understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Information Statement and the Prospectus as amended or supplemented at to each such time). (b) Promptly after the filing with the Commission of During each amendment of or supplement to Marketing Period, each time that the Registration Statement or the Prospectus under shall be amended or supplemented or the Act Company shall file with the Commission any document incorporated by reference into the Prospectus (other than any by filing with the Commission of an exhibit to the Registration Statement or Prospectus that does not relate to the Securities, a prospectus supplement not relating to the Securities or an amendment or supplement which relates only to providing solely for a change in the offering and sale interest rates, redemption provisions, amortization schedule or maturities of securities other than the Securities or which serves only to set forth, or reflect a change in, the terms of any Securities or in the principal amount of Securities remaining to be sold or any similar information), and each filing other information contemplated by the Company with Prospectus to be filed in a pricing supplement related to the Commission of Securities or similar changes, or any Quarterly Report on Form 10-Q or Annual Report on Form 10-K of other change that the Company incorporated by reference into the ProspectusAgent reasonably deems immaterial), the Company shall, at (i) within two (2) business days after such amendment, supplement or filing or (ii) if such amendment, supplement or filing was not filed during a Marketing Period, within two (2) business days after the request first day of an Agentthe next succeeding Marketing Period, furnish such the Agent with a certificate of the Chairman of the Board, any Vice Chairman, the Chief Executive Officer, any Vice-Chairman, any Executive Vice PresidentPresident or any Vice President and the Treasurer, the Chief Financial Officer, Officer or the Chief Operating Officer, the Corporate Treasurer or any other Executive Officer Senior Vice President and Director of Global Asset and Liability Management of the Company, dated Company in form satisfactory to the date Agent to the effect that the statements contained in the certificate referred to in Section 5(d) hereof which was last furnished to the Agent are true and correct at the time of such amendment, amendment or supplement or filing, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same effect tenor as the certificate referred to in said Section 5(f5(d), modified as necessary to relate to the Registration Statement and the Prospectus as amended or and supplemented to the date time of delivery of such certificate; provided. If requested by the Lead Manager (which term shall have the meaning specified in the Purchase Agreement (as hereinafter defined), howeveror, that if there is only a single Purchaser, shall mean such Purchaser), in its sole discretion, pursuant to Section 11(a) of this Agreement in connection with the purchase of Securities from the Company by the Agent or one or more other Purchasers as principal, the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such certificate; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject deliver to the delivery Lead Manager on behalf of such the Purchasers on the Settlement Date (as defined in the applicable Purchase Agreement) a certificate dated of the latest date on which type described in the Company would but for this proviso have been required to furnish such certificateprevious sentence. (c) Promptly after During each Marketing Period, each time that the Registration Statement or the Prospectus shall be amended or supplemented or the Company shall file with the Commission any document incorporated by reference into the Prospectus (other than by filing with the Commission of each Quarterly Report on Form 10-Q an exhibit to the Registration Statement or Annual Report on Form 10-K Prospectus that does not relate to the Securities, an amendment or supplement to or document incorporated by reference in the Registration Statement or Prospectus setting forth only financial statements or other financial information (including any press release announcing earnings), a prospectus supplement not relating to the Securities or an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedule or maturities of the CompanySecurities or a change in the principal amount of Securities remaining to be sold or other information contemplated by the Prospectus to be filed in a pricing supplement related to the Securities or similar changes, or any other change that the Agent reasonably deems immaterial), the Company shall, at (i) within two (2) business days after such amendment, supplement or filing or (ii) if such amendment, supplement or filing was not filed during a Marketing Period, within two (2) business days after the request first day of an Agentthe next succeeding Marketing Period, furnish such the Agent with a the written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for an Associate General Counsel to the Company, or such other counsel as is acceptable addressed to each Agent, including in-house counsel, the Agent and dated the date on which of delivery of such Form 10-Q or Form 10-K was filed with the Commissionopinion, in form satisfactory to the effect set forth Agent, of the same tenor as the opinion referred to in Section 5(d5(b) hereof, and a letterbut modified, to the effect set forth in Section 5(e)as necessary, but each modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented at to the time of delivery of such dateopinion; provided, however, that, that in lieu of such opinion, such counsel may furnish each the Agent with a letter to the effect that such the Agent may rely on a prior opinion delivered under Section 5(d5(b) or this Section 6(c), or letter delivered under Section 5(e), ) to the same extent as if it were dated the date of such letter and the authorizing reliance (except that statements therein related in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at to the time of delivery of such date; provided further that letter authorizing reliance). If requested by the Lead Manager, in its sole discretion, pursuant to Section 11(a) of this Agreement in connection with the purchase of Securities from the Company by the Agent or one or more other Purchasers as principal, the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such opinion or letter; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject deliver to the delivery of such opinion or letter dated not earlier than the date Lead Manager on behalf of the most recent fiscal quarter end if such delivery is so requested by Purchasers on the AgentSettlement Date an opinion of counsel of the type described in the previous sentence. (d) Within a reasonable During each Marketing Period, each time after each date on which that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or the Company files with the Commission any document that contains additional financial information, such as a Quarterly Report on Form 10-Q, shall be incorporated by reference into the ProspectusProspectus which contains additional financial information (other than information that the Agent reasonably deems immaterial), the Company shall cause PricewaterhouseCoopers LLP the Company’s auditors to furnish each Agent with the Agent, (i) within two (2) business days after such amendment, supplement or filing or (ii) if such amendment, supplement or filing was not filed during a Marketing Period, within two (2) business days after the first day of the next succeeding marketing Period, a letter, addressed jointly to the Board Agent and dated the date of Directors delivery of such letter, in form and substance satisfactory to the Agent, of the Company same tenor as the letter referred to in Section 5(e) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the Agentsdate of such letter, substantially with such changes as may be necessary to reflect changes in the form attached hereto as Exhibit Dfinancial statements and other information derived from the accounting records of the Company; provided, however, that within if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, the Company’s auditor may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or statistical information that, in the Agent’s reasonable time after judgment, should be covered by such letter, in which event such letter shall also cover such other information. If requested by the filing Lead Manager, in its sole discretion, pursuant to Section 11(a) of this Agreement in connection with the Commission purchase of each Annual Report on Form 10-K of Securities from the CompanyCompany by the Agent or one or more other Purchasers as principal, the Company shall instead furnish each Agent with a letter, addressed jointly deliver to the Board of Directors Lead Manager on behalf of the Company and Purchasers on the Agents, to Settlement Date a letter of the effect set forth in Section 5(g) insofar as Section 5(g) relates to such additional financial information; provided further, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with either letter referred to above in this paragraph; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of (i) such letter substantially type described in the form of Exhibit D with respect to the period commencing with the beginning of the first fiscal quarter following the date of the most recent Annual Report on Form 10-K of the Company and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would but for this proviso be required to furnish such a letter and (ii) such letter to the effect set forth in Section 5(g) with respect to the most recent Annual Report on Form 10-K of the Companyprevious sentence. (e) The Company agrees to offer to any person who shall have agreed to purchase Securities (including any Agent that has agreed to purchase Securities pursuant to Section 11 hereof) the right not to purchase such Securities if, on the settlement date for such purchase, the conditions set forth in Sections 5(a), (b), and (c), or any of them, shall not be satisfied.

Additional Covenants of the Company. The Company agrees that: (a) Each acceptance by the Company of an offer to for the purchase of Securities shall be deemed to be an affirmation that the its representations and warranties of the Company contained in this Agreement are true and correct in all material respects at the time of such acceptance and a covenant and an affirmation that such representations and warranties will be true and correct at the Time of Sale of such Securities and at the time of delivery to the purchaser of the Securities relating to such acceptance as though made at and as of each such time, it being understood that such representations and warranties shall relate to the Registration StatementStatements and the Prospectus as amended or supplemented at each such time. Each such acceptance by the Company of an offer to purchase Securities shall be deemed to constitute an additional representation, warranty and agreement by the Company that, as of the date of delivery of such Securities to the purchaser thereof, after giving effect to the issuance of such Securities, of any other Securities to be issued on or prior to such delivery date and of any other Registered Securities to be issued and sold by the Company on or prior to such delivery date, the aggregate amount of Registered Securities (including any Securities) which have been issued and sold by the Company will not exceed the amount of Registered Securities registered pursuant to the Registration Statements. (b) Each time that the Registration Statements or the Prospectus shall be amended or supplemented (other than by a Pricing Supplement, an amendment or supplement which relates exclusively to an offering of securities other than the Securities, or an amendment or supplement that occurs through the filing an incorporated document (other than a Form 10-K or Form 10-Q) with the Commission), the Company shall, (A) concurrently 19 with such amendment or supplement, if such amendment or supplement shall occur at a Marketing Time, or (B) immediately at the next Marketing Time if such amendment or supplement shall not occur at a Marketing Time, furnish the Distributors with a certificate, dated the date of Sale Information delivery thereof, of the President or any Vice President and a principal financial or accounting officer of the Company, in form satisfactory to the Distributors, to the effect that the statements contained in the certificate covering the matters set forth in Section 5(h) hereof which was last furnished to the Distributors pursuant to this Section 6(b) are true and correct at the time of such amendment or supplement, as though made at and as of such time or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(h). (c) At each Representation Date referred to in Section 6(b), the Company shall, (A) concurrently if such Representation Date shall occur at a Marketing Time, or (B) immediately at the next Marketing Time if such Representation Date shall not occur at a Marketing Time, furnish the Distributors with a written opinion or opinions, dated the date of such Representation Date, of counsel for the Company, in form satisfactory to the Distributors, to the effect set forth in Sections 5(e) and 5(f) hereof; provided, however, that to the extent appropriate such opinion or opinions may reconfirm matters set forth in a prior opinion delivered at the Closing Date or under this Section 6(c); provided further, however, that any opinion or opinions furnished under this Section 6(c) shall relate to the Registration Statements and the Prospectus as amended or supplemented at such time. (b) Promptly after the filing with the Commission of each amendment of or supplement to the Registration Statement or the Prospectus under the Act (other than any amendment or supplement which relates only to the offering and sale of securities other than the Securities or which serves only to set forth, or reflect a change in, the terms of any Securities or the principal amount of Securities remaining to be sold or any similar information), and each filing by the Company with the Commission of any Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company incorporated by reference into the Prospectus, the Company shall, at the request of an Agent, furnish such Agent with a certificate of the Chief Executive Officer, any Vice-Chairman, any Executive Vice President, the Chief Financial Officer, the Chief Operating Officer, the Corporate Treasurer or any other Executive Officer of the Company, dated the date of such amendment, supplement or filing, to the same effect as the certificate referred to in Section 5(f), modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such certificate; provided, however, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such certificate; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of such certificate dated the latest date on which the Company would but for this proviso have been required to furnish such certificate. (c) Promptly after the filing with the Commission of each Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company, the Company shall, at the request of an Agent, furnish such Agent with a written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Company, or such other counsel as is acceptable to each Agent, including in-house counsel, dated the date on which such Form 10-Q or Form 10-K was filed with the Commission, to the effect set forth in Section 5(d) hereof, and a letter, to the effect set forth in Section 5(e), but each modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented at such date; provided, however, that, in lieu of such opinion, such counsel may furnish each Agent with a letter to the effect that such Agent may rely on a prior opinion delivered under Section 5(d) or this Section 6(c), or letter delivered under Section 5(e), to the same extent as if it were dated the date of such letter and the statements therein related to the Registration Statement and the Prospectus as amended or supplemented at such date; provided further that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such opinion or letter; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the AgentRepresentation Date. (d) Within a reasonable time after At each date Representation Date referred to in Section 6(b) on which the Registration Statement Statements or the Prospectus shall be amended or supplemented to include additional financial information or any document that contains additional financial information, such as a Quarterly Report on Form 10-Q, shall be incorporated by reference into the Prospectus, the Company shall cause PricewaterhouseCoopers LLP Deloitte & Touche LLP, (A) concurrently if such Representation Date shall occur at a Marketing Time, or (B) immediately at the next Marketing Time if such Representation Date shall not occur at a Marketing Time, to furnish each Agent the Distributors with a letter, addressed jointly to the Board of Directors of the Company and the Agents, substantially in Distributors and dated the form attached hereto as Exhibit D; provided, however, that within a reasonable time after the filing with the Commission date of each Annual Report on Form 10-K of the Company, the Company shall instead furnish each Agent with a letter, addressed jointly to the Board of Directors of the Company and the Agentssuch Representation Date, to the effect set forth in Section 5(g5(i) insofar as hereof; provided, however, that to the extent appropriate such letter may reconfirm matters set forth in a prior letter delivered at the Closing Date or pursuant to this Section 5(g) relates to such additional financial information6(d); provided further, however, that the Company any letter furnished under this Section 6(d) shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with either letter referred to above in this paragraph; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject relate to the delivery of (i) Registration Statements and the Prospectus as amended or supplemented at such letter substantially Representation Date, with such changes as may be necessary to reflect changes in the form of Exhibit D with respect to financial statements and other information derived from the period commencing with the beginning of the first fiscal quarter following the date of the most recent Annual Report on Form 10-K of the Company and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would but for this proviso be required to furnish such a letter and (ii) such letter to the effect set forth in Section 5(g) with respect to the most recent Annual Report on Form 10-K accounting records of the Company. (e) On each date for the delivery of Securities to the purchaser thereof, the Company shall, if requested by the Distributor that solicited or received the offer to purchase any Securities being delivered on such settlement date, furnish such Distributor with a written opinion or opinions, dated the date of delivery thereof, of counsel for the Company, to the effect set forth in Sections 5(e) and 5(f) hereof; provided, however, that in lieu of each opinion, such counsel may furnish the Distributor with a letter to the effect that the Distributor may rely on such prior opinion to the same extent as though it was dated such 20 delivery date (except that statements in such prior opinion shall be deemed to relate to the Registration Statements and Prospectus as amended or supplemented to the time of delivery of such letter authorizing reliance). (f) The Company agrees to offer to that any obligation of a person who shall have agreed to purchase Securities (including any Agent that has agreed to purchase Securities, to make payment for, and take delivery of such Securities pursuant shall be subject to Section 11 hereof(i) the right not to purchase such Securities ifaccuracy, on the related settlement date for fixed pursuant to the Procedures, of the Company's representation and warranty deemed to be made to the Distributors pursuant to the last sentence of subsection (a) of this Section 6, and (ii) the satisfaction, on such purchasesettlement date, of each of the conditions set forth in Sections 5(a), (b), ) and (c), it being understood that under no circumstance shall any Distributor have any duty or obligation to exercise the judgment permitted under Section 5(b) or (c) on behalf of any of them, shall not be satisfiedsuch person.

Additional Covenants of the Company. The Company covenants and agrees that: (a) Each acceptance by the Company of an offer for the purchase of Securities through an Agent, and each delivery of Securities to purchase Securities an Agent pursuant to a Terms Agreement, shall be deemed to be an affirmation to such Agent that the representations and warranties of the Company contained in this Agreement and in any certificate theretofore delivered to such Agent pursuant hereto are true and correct in all material respects at the time of such acceptance and a covenant acceptance, and an affirmation undertaking that such representations and warranties will be true and correct at the Time of Sale of such Securities and at the time of delivery to the purchaser or his agent of the Securities relating to such acceptance acceptance, as though made at and as of each such time, time (it being understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Information Statement and the Prospectus as amended or supplemented at to each such time). (b) Promptly after the filing with the Commission of each amendment of or supplement to Each time that the Registration Statement or the Prospectus under shall be amended or supplemented or the Act Company files with the Commission any document incorporated by reference into the Prospectus (other than any by an amendment or supplement which relates only to providing solely for a change in the offering and sale interest rates, manner of securities other than determining interest rates, interest payment dates or maturities of the Securities or which serves only to set forth, or reflect a change in, the terms of any Securities or in the principal amount of Securities remaining to be sold or any similar information), and each filing by changes or a supplement to the Prospectus in the form previously furnished to the Agents relating to a sale of securities otherwise than through an Agent) or (if required pursuant to the terms of a Terms Agreement) the Company with the Commission of any Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company incorporated by reference into the Prospectussells Securities to an Agent pursuant to a Terms Agreement, the Company shall, at the request of an Agent, shall furnish such or cause to be furnished to each Agent with promptly a certificate of the Chief Executive OfficerPresident, any Vice-Chairman, any Executive a Vice President, the Chief Financial OfficerGeneral Manager, the Chief Operating Officer, the Corporate Treasurer or any other Executive Officer the Controller of the Company, dated Company to the date effect that the statements contained in the certificate referred to in Section 5(f) hereof which was last furnished to such Agent are true and correct at the time of such amendment, amendment or supplement or filingfiling (or the Closing Date), as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same effect tenor as the certificate referred to in said Section 5(f), modified as necessary to relate to the Registration Statement and the Prospectus as amended or and supplemented to the date time of such certificate; provided, however, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such certificate; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of such certificate dated the latest date on which the Company would but for this proviso have been required to furnish such certificate. (c) Promptly after Each time that the filing Registration Statement or the Prospectus shall be amended or supplemented or the Company files with the Commission any document incorporated by reference into the Prospectus (other than by an amendment or supplement providing solely for a change in the interest rates, manner of determining interest rates, interest payment dates or maturities of the Securities remaining to be sold or similar changes or a supplement to the Prospectus in the form previously furnished to the Agents relating to the sale of securities otherwise than through an Agent) or (if required pursuant to the terms of a Terms Agreement) the Company sells Securities to an Agent pursuant to a Terms Agreement, the Company shall cause to be furnished promptly to each Quarterly Report on Form 10-Q Agent and its counsel the written opinion or Annual Report on Form 10-K opinions of Counsel of PACCAR and the Company, and/or, at the option of the Company, the Company shall, at the request of an Agent, furnish such Agent with a written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx Coie LLP, counsel for the Company, or such other counsel as is acceptable to each Agent, including in-house counsel, dated the date on which of delivery of such Form 10-Q opinion or Form 10-K was filed with opinions, of the Commission, same tenor as the opinions referred to the effect set forth in Section 5(dSections 5(b) and 5(c) hereof, and a letter, to the effect set forth in Section 5(e), but each modified as necessary necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented at to the time of delivery of such dateopinion or opinions; provided, however, that, that in lieu of such opinionopinion or opinions, such counsel may furnish each Agent with a letter to the effect that such Agent the Agents may rely on a prior opinion delivered under Section 5(d) or this Section 6(c), or of such counsel which was to the same effect as the opinion in lieu of which such letter delivered under Section 5(e), is given to the same extent as if though it were was dated the date of such letter and the authorizing reliance (except that statements therein related in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such date; provided further that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such opinion or letter; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the time of delivery of such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the Agentauthorizing reliance). (d) Within a reasonable Each time after each date on which that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or the Company files with the Commission any document that contains additional financial information, such as a Quarterly Report on Form 10-Q, shall be incorporated by reference into the ProspectusProspectus which contains additional financial information or (if required pursuant to the terms of a Terms Agreement) the Company sells Securities to an Agent pursuant to a Terms Agreement, the Company shall cause PricewaterhouseCoopers Ernst & Young LLP promptly to furnish each Agent with a letter, addressed jointly dated the date of filing of such amendment, supplement or document with the Commission or the Closing Date, as the case may be, in form satisfactory to each Agent, of the same tenor as the letter referred to in Section 5(g) hereof but modified to relate to the Board Registration Statement and Prospectus, as amended and supplemented to the date of Directors such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company and the Agents, substantially in the form attached hereto as Exhibit DCompany; provided, however, that within if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a reasonable time after fiscal quarter, Ernst & Young LLP may limit the filing with the Commission scope of each Annual Report on Form 10-K of the Company, the Company shall instead furnish each Agent with a letter, addressed jointly to the Board of Directors of the Company and the Agents, to the effect set forth in Section 5(g) insofar as Section 5(g) relates to such additional financial information; provided further, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with either letter referred to above in this paragraph; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of (i) such letter substantially in the form of Exhibit D with respect to the period commencing with the beginning of the first fiscal quarter following the date of the most recent Annual Report on Form 10-K of the Company and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would but for this proviso be required to furnish such a letter and (ii) such letter to the effect set forth unaudited financial statements included in Section 5(g) with respect to such amendment or supplement unless there is contained therein any other accounting, financial or statistical information that, in the most recent Annual Report on Form 10-K reasonable judgment of the Companyan Agent, should be covered by such letter. (e) The Company agrees to offer to any person who shall have agreed to purchase Securities (including any Agent that has agreed to purchase Securities pursuant to Section 11 hereof) the right not to purchase such Securities if, on the settlement date for such purchase, the conditions set forth in Sections 5(a), (b), and (c), or any of them, shall not be satisfied.

Additional Covenants of the Company. The Company covenants and agrees with the Agents that: (a) Each acceptance by the Company of an offer for the purchase of Notes (whether to purchase Securities one or more Agents as principal or through an Agent as agent), and each delivery of Notes (whether to one or more Agents as principal or through an Agent as agent), shall be deemed to be an affirmation that the representations and warranties of the Company contained in this Agreement and in any certificate theretofore delivered to the Agents in connection therewith pursuant hereto are true and correct in all material respects at the time of such acceptance and a covenant or sale, as the case may be, and an affirmation undertaking that such representations and warranties will be true and correct at the Time of Sale of such Securities and at the time of delivery to such Agent or Agents or to the purchaser or its agent, as the case may be, of the Securities Note or Notes relating to such acceptance or sale, as the case may be, as though made at and as of each such time, time (and it being is understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Information Statement and the Prospectus as amended or and supplemented at to each such time). (b) Promptly after the filing with the Commission of each amendment of or supplement to Each time that (i) the Registration Statement or the Prospectus under the Act shall be amended or supplemented (other than any by an amendment or supplement providing solely for a change in the interest rate or formula applicable to the Notes or similar changes, and other than by an amendment or supplement which relates only exclusively to the offering and sale issuance of securities other than the Securities or which serves only to set forth, or reflect a change in, the terms of any Securities or the principal amount of Securities remaining to be sold or any similar informationNotes), and each filing by the Company (ii) there is filed with the Commission of any Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company document incorporated by reference into the ProspectusProspectus (other than any Current Report on Form 8-K relating exclusively to the issuance of securities other than the Notes), (iii) (if required in connection with the purchase of Notes by one or more Agents as principal) the Company sells Notes to such Agent or Agents as principal or (iv) if the Company issues and sells Notes in a form not previously certified to the Agents by the Company, the Company shallshall furnish or cause to be furnished to the Agent(s) forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agent(s) to the effect that the statements contained in the certificate referred to in Section 9(d) hereof which were last furnished to the Agents are true and correct at the request time of an Agentsuch amendment, furnish supplement, filing or sale, as the case may be, as though made at and as of such Agent with time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the Chief Executive Officer, any Vice-Chairman, any Executive Vice President, the Chief Financial Officer, the Chief Operating Officer, the Corporate Treasurer or any other Executive Officer of the Company, dated the date of such amendment, supplement or filing, to the same effect tenor as the certificate referred to in Section 5(f)9(d) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended or and supplemented to the date time of such certificate; provided, however, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such certificate; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of such certificate dated the latest date on which the Company would but for this proviso have been required to furnish such certificate. (c) Promptly after Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rate or formula applicable to the Notes or similar changes or solely for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively to the issuance of securities other than the Notes), (ii) there is filed with the Commission any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K, unless the Agents shall otherwise specify), (iii) (if required in connection with the purchase of Notes by one or more Agents as principal) the Company sells Notes to such Agent or Agents as principal or (iv) if the Company issues and sells Notes in a form not previously certified to the Agents by the Company, the Company shall furnish or cause to be furnished forthwith to the Agent(s) and to counsel to the Agents the written opinions of Bakex & Xostxxxxx XXX, counsel to the Company, dated the date of filing with the Commission of each Quarterly Report on Form 10-Q such supplement or Annual Report on Form 10-K document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the Agent(s), of the Company, same tenor as the Company shall, at the request of an Agent, furnish such Agent with a written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Company, or such other counsel as is acceptable referred to each Agent, including in-house counsel, dated the date on which such Form 10-Q or Form 10-K was filed with the Commission, to the effect set forth in Section 5(d9(b) hereof, and a letterbut modified, to the effect set forth in Section 5(e)as necessary, but each modified as necessary to relate to the Registration Statement and the Prospectus as amended or and supplemented at to the time of delivery of such date; provided, however, thatopinion or, in lieu of such opinion, counsel last furnishing such counsel may opinion to the Agents shall furnish each Agent the Agent(s) with a letter substantially to the effect that such Agent the Agent(s) may rely on a prior such last opinion delivered under Section 5(d) or this Section 6(c), or letter delivered under Section 5(e), to the same extent as if though it were was dated the date of such letter and the authorizing reliance (except that statements therein related in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or and supplemented at such date; provided further that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such opinion or letter; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the time of delivery of such letter authorizing reliance); PROVIDED, HOWEVER, that counsel need not render the opinion or letter dated required under Section 9(b)(xviii) upon the filing of any Quarterly Report on Form 10-Q which does not earlier than include information relating to such tax matters, unless the date of the most recent fiscal quarter end if such delivery is so requested by the AgentAgents shall otherwise specify. (d) Within a reasonable Each time after each date on which that (i) the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information (other than by an amendment or supplement which relates exclusively to the issuance of securities other than the Notes), (ii) there is filed with the Commission any document that incorporated by reference into the Prospectus which contains additional financial information, or (iii) (if required in connection with the purchase of Notes by one or more Agents as principal) the Company sells Notes to such Agent or Agents as a Quarterly Report on Form 10-Q, shall be incorporated by reference into the Prospectusprincipal, the Company shall cause PricewaterhouseCoopers Price Waterhouse LLP to furnish each Agent with to the Agent(s) a letter, addressed jointly dated the date of effectiveness of such amendment, supplement or document with the Commission, or the date of such sale, as the case may be, in form satisfactory to the Board of Directors Agent(s), of the Company and same tenor as the Agents, substantially in the form attached hereto as Exhibit D; provided, however, that within a reasonable time after the filing with the Commission of each Annual Report on Form 10-K portions of the Company, the Company shall instead furnish each Agent with a letter, addressed jointly to the Board of Directors of the Company and the Agents, to the effect set forth in Section 5(g) insofar as Section 5(g) relates to such additional financial information; provided further, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with either letter referred to above in this paragraph; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of clauses (i) such letter substantially in the form of Exhibit D with respect to the period commencing with the beginning of the first fiscal quarter following the date of the most recent Annual Report on Form 10-K of the Company and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would but for this proviso be required to furnish such a letter and (ii) such letter of Section 9(a) hereof but modified to relate to the effect set forth Registration Statement and Prospectus as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iv) and (v) of said Section 5(g9(a) with respect such changes as may be necessary to reflect changes in the most recent Annual Report on Form 10-K financial statements and other information derived from the accounting records of the Company. (e) The Company agrees to offer to any person who shall have agreed to purchase Securities (including any Agent that has agreed to purchase Securities pursuant to Section 11 hereof) the right not to purchase such Securities if, on the settlement date for such purchase, the conditions set forth in Sections 5(a), (b), and (c), or any of them, shall not be satisfied.

Additional Covenants of the Company. The Company covenants and agrees that: (a) Each acceptance by the Company of an offer for the purchase of Securities through an Agent, and each delivery of Securities to purchase Securities an Agent pursuant to a Terms Agreement, shall be deemed to be an affirmation to such Agent that the representations and warranties of the Company contained in this Agreement and in any certificate theretofore delivered to such Agent pursuant hereto are true and correct in all material respects at the time of such acceptance and a covenant acceptance, and an affirmation undertaking that such representations and warranties will be true and correct at the Time of Sale of such Securities and at the time of delivery to the purchaser or his agent of the Securities relating to such acceptance acceptance, as though made at and as of each such time, time (it being understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Information Statement and the Prospectus as amended or supplemented at to each such time). (b) Promptly after the filing with the Commission of each amendment of or supplement to Each time that the Registration Statement or the Prospectus under the Act shall be amended or supplemented (other than any by an amendment or supplement which relates only to providing solely for a change in the offering and sale interest rates, manner of securities other than determining interest rates, interest payment dates or maturities of the Securities or which serves only to set forth, or reflect a change in, the terms of any Securities or in the principal amount of Securities remaining to be sold or any similar information), and each filing by changes or a supplement to the Prospectus in the form previously furnished to the Agents relating to a sale of securities otherwise than through an Agent) or the Company files with the Commission of any Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company document incorporated by reference into the ProspectusProspectus or (if required pursuant to the terms of a Terms Agreement) the Company sells Securities to an Agent pursuant to a Terms Agreement, the Company shall, at the request of an Agent, shall furnish such or cause to be furnished to each Agent with promptly a certificate of the Chief Executive OfficerPresident, any Vice-Chairman, any Executive a Vice President, the Chief Financial Officer, the Chief Operating Officer, the Corporate Treasurer or any other Executive Officer the Controller of the Company, dated Company to the date effect that the statements contained in the certificate referred to in Section 5(e) hereof which was last furnished to such Agent are true and correct at the time of such amendment, amendment or supplement or filing, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same effect tenor as the certificate referred to in said Section 5(f5(e), modified as necessary to relate to the Registration Statement and the Prospectus as amended or and supplemented to the date time of such certificate; provided, however, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such certificate; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of such certificate dated the latest date on which the Company would but for this proviso have been required to furnish such certificate. (c) Promptly after Each time that the filing Registration Statement or the Prospectus shall be amended or supplemented or the Company files with the Commission any document incorporated by reference into the Prospectus (other than by an amendment or supplement providing solely for a change in the interest rates, manner of determining interest rates, interest payment dates or maturities of the Securities remaining to be sold or similar changes or a supplement to the Prospectus in the form previously furnished to the Agents relating to the sale of securities otherwise than through an Agent) or (if required pursuant to the terms of a Terms Agreement) the Company sells Securities to an Agent pursuant to a Terms Agreement, the Company shall cause to be furnished promptly to each Quarterly Report on Form 10-Q Agent and its counsel the written opinion or Annual Report on Form 10-K opinions of Xxxxx X. Xxxxxxxx, and/or, at the option of the Company, the Company shall, at the request of an Agent, furnish such Agent with a written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx Coie LLP, counsel for the Company, or such other counsel as is acceptable to each Agent, including in-house counsel, dated the date on which of delivery of such Form 10-Q opinion or Form 10-K was filed with opinions, of the Commission, same tenor as the opinions referred to the effect set forth in Section 5(dSections 5(b) and 5(c) hereof, and a letter, to the effect set forth in Section 5(e), but each modified as necessary necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented at to the time of delivery of such dateopinion or opinions; provided, however, that, that in lieu of such opinionopinion or opinions, such counsel may furnish each Agent with a letter to the effect that such Agent the Agents may rely on a prior opinion delivered under Section 5(d) or this Section 6(c), or of such counsel which was to the same effect as the opinion in lieu of which such letter delivered under Section 5(e), is given to the same extent as if though it were was dated the date of such letter and the authorizing reliance (except that statements therein related in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such date; provided further that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such opinion or letter; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the time of delivery of such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the Agentauthorizing reliance). (d) Within a reasonable Each time after each date on which that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or the Company files with the Commission any document that contains additional financial information, such as a Quarterly Report on Form 10-Q, shall be incorporated by reference into the ProspectusProspectus which contains additional financial information or (if required pursuant to the terms of a Terms Agreement) the Company sells Securities to an Agent pursuant to a Terms Agreement, the Company shall cause PricewaterhouseCoopers Ernst & Young LLP promptly to furnish each Agent with a letter, addressed jointly dated the date of filing of such amendment, supplement or document with the Commission or the Closing Date, as the case may be, in form satisfactory to each Agent, of the same tenor as the letter referred to in Section 5(f) hereof but modified to relate to the Board Registration Statement and Prospectus, as amended and supplemented to the date of Directors such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company and the Agents, substantially in the form attached hereto as Exhibit DCompany; provided, however, that within if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a reasonable time after fiscal quarter, Ernst & Young LLP may limit the filing with the Commission scope of each Annual Report on Form 10-K of the Company, the Company shall instead furnish each Agent with a letter, addressed jointly to the Board of Directors of the Company and the Agents, to the effect set forth in Section 5(g) insofar as Section 5(g) relates to such additional financial information; provided further, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with either letter referred to above in this paragraph; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of (i) such letter substantially in the form of Exhibit D with respect to the period commencing with the beginning of the first fiscal quarter following the date of the most recent Annual Report on Form 10-K of the Company and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would but for this proviso be required to furnish such a letter and (ii) such letter to the effect set forth unaudited financial statements included in Section 5(g) with respect to such amendment or supplement unless there is contained therein any other accounting, financial or statistical information that, in the most recent Annual Report on Form 10-K reasonable judgment of the Companyan Agent, should be covered by such letter. (e) The Company agrees to offer to any person who shall have agreed to purchase Securities (including any Agent that has agreed to purchase Securities pursuant to Section 11 hereof) the right not to purchase such Securities if, on the settlement date for such purchase, the conditions set forth in Sections 5(a), (b), and (c), or any of them, shall not be satisfied.

Additional Covenants of the Company. The Company agrees that: (a) Each acceptance by The Company covenants and agrees with each Holder of the Notes that if it defers payment of interest on any Interest Payment Date on or prior to the Stock Purchase Date, commencing with the date two years after the beginning of such Extension Period, the Company shall pay such deferred interest only out of the net proceeds of shares of its common stock or non-cumulative perpetual preferred stock it receives during the 180 days preceding the date of payment of such deferred interest, that it shall notify the Federal Reserve if this covenant is applicable, and, subject to the approval of the Federal Reserve, that it shall continuously use its Commercially Reasonable Efforts to sell shares of its common stock or non-cumulative perpetual preferred stock not later than the termination of such Extension Period in an offer amount so that the net proceeds of such sale, when applied to purchase Securities shall be deemed such deferred payments of interest, will cause such unpaid deferred interest payments to be an affirmation paid in full and (unless the Federal Reserve instructs otherwise) apply the proceeds of such sale to pay the deferred amounts (provided that the representations and warranties of Company shall not in any event be required to pay interest on the Company contained in this Agreement are true and correct in all material respects Notes at the time when the payment of such acceptance and a covenant and an affirmation that such representations and warranties will be true and correct at the Time of Sale of such Securities and at the time of delivery to the purchaser of the Securities relating to such acceptance as though made at and as of such time, it being understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Information and the Prospectus as amended or supplemented at such time. (b) Promptly after the filing with the Commission of each amendment of or supplement to the Registration Statement or the Prospectus under the Act (other than any amendment or supplement which relates only to the offering and sale of securities other than the Securities or which serves only to set forth, or reflect a change in, interest would violate the terms of any Securities or the principal amount of Securities remaining to be sold or any similar information), and each filing securities issued by the Company with or any of its subsidiaries or the Commission terms of any Quarterly Report a contract binding on Form 10-Q or Annual Report on Form 10-K of the Company incorporated by reference into the Prospectus, the Company shall, at the request of an Agent, furnish such Agent with a certificate of the Chief Executive Officer, any Vice-Chairman, any Executive Vice President, the Chief Financial Officer, the Chief Operating Officer, the Corporate Treasurer or any other Executive Officer of the Company, dated the date of such amendment, supplement or filing, to the same effect as the certificate referred to in Section 5(fits subsidiaries), modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such certificate; provided, however, that the forgoing covenant shall not apply with respect to any interest on the Notes that is deferred and unpaid as of the date of a consummation of any business combination where, immediate following its consummation, over 50% of the surviving entity’s voting stock is owned by the shareholders of the other party to the business combination. For the avoidance of doubt, the Company’s failure to raise sufficient eligible proceeds or its use of other sources to fund such deferred interest payments in accordance with the foregoing covenant, by itself, shall not constitute an Event of Default under the Indenture, as supplemented hereby. (b) Notwithstanding Section 2.9(a), if the Company is required to conduct a sale of shares of its common stock and/or non-cumulative perpetual preferred stock in order to pay amounts due and payable under any instruments or other securities that rank pari passu as to interest or distributions with the Notes, then the Company shall not be required during any period apply such proceeds to deferred interest payments on the Notes, on the one hand, and such other pari passu securities, on the other hand, on a ratable basis in which it has instructed each Agent proportion to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with the total amounts that are due on the Notes and such certificate; provided that securities before the obligation of each Agent to begin thereafter to solicit offers to purchase Securities Company shall be subject relieved of its obligation to conduct the delivery sale and shares of its common stock and/or non-cumulative perpetual preferred stock and apply the proceeds thereof to such certificate dated the latest date on which the Company would but for this proviso have been required to furnish such certificatesecurities. (c) Promptly after If the filing with the Commission Company issues subordinated notes in respect of each Quarterly Report on Form 10-Q deferred interest payments pursuant to Section 2.5(c) or Annual Report on Form 10-K in respect of deferred contract payments pursuant to Section 2.7(c) of the CompanyStock Purchase Contract Agreement, the Company shall, at the request of an Agent, furnish such Agent with a written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Company, or such other counsel as is acceptable to each Agent, including in-house counsel, dated the date on which such Form 10-Q or Form 10-K was filed with the Commission, Sections 2.9(a) and (b) will apply to the effect set forth in Section 5(d) hereof, payment of interest on and a letter, principal of these subordinated notes except that references to termination of the Extension Period shall instead be to the effect set forth in Section 5(e), but each modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented at such date; provided, however, that, in lieu of such opinion, such counsel may furnish each Agent with a letter to the effect that such Agent may rely on a prior opinion delivered under Section 5(d) or this Section 6(c), or letter delivered under Section 5(e), to the same extent as if it were dated the maturity date of such letter and the statements therein related to the Registration Statement and the Prospectus as amended or supplemented at such date; provided further that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such opinion or letter; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the Agentthese subordinated notes. (d) Within a reasonable time after each date on which Notwithstanding anything in the Registration Statement Indenture or the Prospectus shall be amended or supplemented to include additional financial information or any document that contains additional financial information, such as a Quarterly Report on Form 10-Q, shall be incorporated by reference into the ProspectusNotes, the Company covenants and agrees with each Holder of the Notes that it shall cause PricewaterhouseCoopers LLP to furnish each Agent not incur any additional indebtedness for borrowed money that by its terms ranks pari passu in all respects with a letter, addressed jointly or junior in interest to the Board of Directors Notes except in compliance with the then applicable regulations and guidelines of the Company and the Agents, substantially in the form attached hereto as Exhibit D; provided, however, that within a reasonable time after the filing with the Commission of each Annual Report on Form 10-K of the Company, the Company shall instead furnish each Agent with a letter, addressed jointly to the Board of Directors of the Company and the Agents, to the effect set forth in Section 5(g) insofar as Section 5(g) relates to such additional financial information; provided further, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with either letter referred to above in this paragraph; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of (i) such letter substantially in the form of Exhibit D with respect to the period commencing with the beginning of the first fiscal quarter following the date of the most recent Annual Report on Form 10-K of the Company and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would but for this proviso be required to furnish such a letter and (ii) such letter to the effect set forth in Section 5(g) with respect to the most recent Annual Report on Form 10-K of the CompanyFederal Reserve. (e) The Company agrees to offer to any person who shall have agreed to purchase Securities (including any Agent that has agreed to purchase Securities pursuant to Section 11 hereof) the right not to purchase such Securities if, on the settlement date for such purchase, the conditions set forth in Sections 5(a), (b), and (c), or any of them, shall not be satisfied.

Additional Covenants of the Company. The Company covenants and agrees that: (a) Each acceptance by the Company it of an offer to for the purchase of Securities shall be deemed to be an affirmation to the Agent which procured the offer that the representations and warranties of the Company contained in this Agreement and in any certificate theretofore given to the Agents pursuant hereto are true and correct in all material respects at the time of such acceptance and a covenant acceptance, and an affirmation undertaking that such representations and warranties will be true and correct at the Time of Sale of such Securities and at the time of for delivery to the purchaser Purchasing Agent of the Securities relating to such acceptance as though made at and as of each such time, time (and it being is understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Information Prospectus and the Prospectus Disclosure Package, as amended or supplemented at such timesupplemented). (b) Promptly after the filing with the Commission of each amendment of or supplement to Each time that (i) the Registration Statement Statement, the Prospectus or the Prospectus under the Act Disclosure Package shall be amended or supplemented (other than any by a pricing supplement or an amendment or supplement which relates only to the offering and sale of securities other than the Securities or which serves only to set forth, or reflect providing solely for a change inin the interest rates or maturities of the Securities, the terms of any Securities a change in payment dates or the principal amount of Securities remaining to be sold or any similar informationchanges), and each filing by (ii) the Company with the Commission of any files an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q or Annual Report on Form 10-K of with the Company Commission that is incorporated by reference into the ProspectusProspectus or the Disclosure Package, (iii) if requested in writing by the Agents, the Company files a Current Report on Form 8-K required by Section 2 or Section 4 of Form 8-K with the Commission that is incorporated by reference into the Prospectus or the Disclosure Package or (iv) if requested in writing by any Agent prior to the offering of the Securities covered by a Terms Agreement, the Company accepts such Terms Agreement, the Company shall, at the request of an Agent, furnish such Agent with a certificate of the Chief Executive Officer, any Vice-Chairman, any Executive Vice President, the Chief Financial Officer, the Chief Operating Officer, the Corporate Treasurer or any other Executive Officer of the Company, dated the date within fifteen days of such amendment, supplement or filing, or, if applicable, such written request, furnish the Agents with a certificate of the President, Chief Executive Officer or Chief Financial Officer of the Company in form satisfactory to the Agents to the effect that the statements contained in the certificate referred to in Section 5(g) hereof which was last furnished to the Agents are true and correct at the time of such amendment, supplement or filing, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus and the Disclosure Package, each as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same effect tenor as the certificate referred to in said Section 5(f), 5(g) modified as necessary to relate to the Registration Statement Statement, the Prospectus and the Prospectus Disclosure Package, each as amended or and supplemented to the date time of delivery of such certificate; provided, however, that the Agents shall have no obligation to solicit offers to purchase the Securities until such certificate has been furnished to the Agents; provided, further, that, except if the Agents shall then hold any Securities acquired from the Company as principal (other than such Securities as shall not have been held for a period of six months or more), no certificate need be required given during any period in which it has the Agents have been instructed each Agent to cease or each Agent has ceased soliciting have suspended the solicitation and receipt of offers to purchase Securities but shall be required to furnish each Agent with such certificate; provided that be given before the obligation of each Agent to begin thereafter Agents shall again be obligated to solicit offers to purchase Securities shall be subject to the delivery of such certificate dated the latest date on which the Company would but for this proviso have been required to furnish such certificateSecurities. (c) Promptly after Each time that (i) the filing with Registration Statement, the Commission Prospectus or the Disclosure Package shall be amended or supplemented (other than by a pricing supplement or an amendment or supplement providing solely for a change in the interest rates or maturities of each the Securities, a change in payment dates or similar changes), (ii) the Company files an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q with the Commission that is incorporated by reference into the Prospectus or Annual the Disclosure Package, (iii) if requested in writing by the Agents, the Company files a Current Report on Form 108-K required by Section 2 or Section 4 of Form 8-K with the Commission that is incorporated by reference into the Prospectus or the Disclosure Package or (iv) if requested in writing by any Agent prior to the offering of the CompanySecurities covered by a Terms Agreement, the Company accepts such Terms Agreement, the Company shall, at the request within fifteen days of an Agentsuch amendment, supplement or filing, or, if applicable, such written request, furnish such Agent the Agents and their counsel with a written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the General Counsel of the Company, or such other counsel as is acceptable addressed to each Agent, including in-house counsel, the Agents and dated the date on which of delivery of such Form 10-Q or Form 10-K was filed with the Commissionopinion, in form satisfactory to the effect set forth Agents, of the same tenor as the opinion referred to in Section 5(d5(e) hereof, and a letterbut modified, to the effect set forth in Section 5(e)as necessary, but each modified as necessary to relate to the Registration Statement Statement, the Prospectus and the Prospectus Disclosure Package, each as amended or supplemented at to the time of delivery of such dateopinion; provided, however, that, that in lieu of such opinion, such counsel may furnish each Agent the Agents with a letter to the effect that such Agent the Agents may rely on a such prior opinion delivered under Section 5(d) or this Section 6(c), or letter delivered under Section 5(e), to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such prior opinion shall be deemed to relate to the Registration Statement, the Prospectus and the Disclosure Package, each as amended or supplemented to the time of delivery of such letter authorizing reliance); provided, further, that the Agents shall have no obligation to solicit offers to purchase the Securities until such opinion or letter, as applicable, has been furnished to the Agents; and provided, further, that, except if it the Agents shall then hold any Securities acquired from the Company as principal (other than such Securities as each Agent shall have held for a period of six months or more), no opinion or certificate need be given during any period in which the Agents have been instructed to or have suspended the solicitation and receipt of offers to purchase Securities but shall be required to be given before the Agents shall again be obligated to solicit offers to purchase the Securities. (d) Each time that (i) the Registration Statement, the Prospectus or the Disclosure Package shall be amended or supplemented (other than by a pricing supplement or an amendment or supplement providing solely for a change in the interest rates or maturities of the Securities, a change in payment dates or similar changes), (ii) the Company files an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q with the Commission that is incorporated by reference into the Prospectus or the Disclosure Package, (iii) if requested in writing by the Agents, the Company files a Current Report on Form 8-K required by Section 2 or Section 4 of Form 8-K with the Commission that is incorporated by reference into the Prospectus or the Disclosure Package or (iv) if requested in writing by any Agent prior to the offering of the Securities covered by a Terms Agreement, the Company accepts such Terms Agreement, the Company shall, within fifteen days of such amendment, supplement or filing, or, if applicable, such written request, furnish the Agents and their counsel with a written opinion and letter of Xxxxx Xxxxxxx US LLP, counsel to the Company, addressed to the Agents and dated the date of delivery of such opinion and letter, in form satisfactory to the Agents, of the same tenor as the opinion and letter referred to in Section 5(f) hereof, but modified, as necessary, to relate to the Registration Statement, the Prospectus and the Disclosure Package, each as amended or supplemented to the time of delivery of such opinion and letter; provided, however, that in lieu of such opinion and letter, such counsel may furnish the Agents with a letter to the effect that the Agents may rely on such prior opinion and letter to the same extent as though they were dated the date of such letter and authorizing reliance (except that the statements therein related in such prior opinion and letter shall be deemed to relate to the Registration Statement Statement, the Prospectus and the Prospectus Disclosure Package, each as amended or supplemented at to the time of delivery of such dateletter reauthorizing reliance); provided further provided, further, that the Agents shall have no obligation to solicit offers to purchase the Securities until such opinion and letter has been furnished to the Agents; and provided, further, that, except if the Agents shall then hold any Securities acquired from the Company as principal (other than such Securities as shall not have been held for a period of six months or more), no opinion or letter need be required given during any period in which it has the Agents have been instructed each Agent to cease or each Agent has ceased soliciting have suspended the solicitation and receipt of offers to purchase Securities but shall be required to furnish each Agent with such opinion or letter; provided that be given before the obligation of each Agent to begin thereafter Agents shall again be obligated to solicit offers to purchase Securities shall be subject to the delivery of such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the AgentSecurities. (de) Within a reasonable Each time after each date on which that (i) the Registration Statement Statement, the Prospectus or the Prospectus Disclosure Package shall be amended or supplemented to include additional financial information (other than by a pricing supplement or any document that contains additional financial informationan amendment or supplement providing solely for a change in the interest rates or maturities of the Securities, such as a change in payment dates or similar changes), (ii) the Company files an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q, shall be Q with the Commission that is incorporated by reference into the ProspectusProspectus or the Disclosure Package, (iii) if requested in writing by the Agents, the Company shall files a Current Report on Form 8-K required by Section 2 or Section 4 of Form 8-K with the Commission that is incorporated by reference into the Prospectus or the Disclosure Package or (iv) if requested in writing by any Agent prior to the offering of the Securities covered by a Terms Agreement, the Company accepts such Terms Agreement, the Company shall, within fifteen days of such amendment, supplement or filing, or, if applicable, such written request, cause PricewaterhouseCoopers KPMG LLP (or successor independent public accountants with respect to the Company within the meaning of the Securities Act and the rules and regulations thereunder) to furnish each Agent with the Agents a letter, addressed jointly to the Board of Directors of the Company and the Agents and dated the date of delivery of such letter, in form and substance reasonably satisfactory to the Agents, substantially of the same tenor as the letter referred to in Section 5(h) hereof, but modified to relate to the Registration Statement, the Prospectus and the Disclosure Package, each as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the form attached hereto as Exhibit Dfinancial statements and other information derived from the accounting records of the Company; provided, however, that within the Agents shall have no obligation to solicit offers to purchase the Securities until such letter has been furnished to the Agents; provided, further, that except if the Agents shall then hold any Securities acquired from the Company as principal (other than such Securities as shall have been held for a reasonable period of six months or more), no letter need be given during any period in which the Agents have been instructed to or have suspended the solicitation and receipt of offers to purchase Securities but shall be required to be given before the Agents shall again be obligated to solicit offers to purchase the Securities. (f) On request from time after to time by any Agent, the filing with Company will advise the Commission Agents of each the amount of Securities sold pursuant to this agreement. (g) Each time that the Company files an Annual Report on Form 10-K of with the CompanyCommission that is incorporated by reference into the Prospectus or the Disclosure Package, the Company shall instead furnish each Agent with shall, if requested in writing by the Agents within two days after such filing, cause to be furnished within fifteen days of such filing, a letterwritten opinion and letter of Xxxxxx Xxxxxxx Xxxxx LLP, addressed jointly to the Board of Directors of the Company and counsel for the Agents, in form satisfactory to the effect set forth Agents, of the same tenor as the opinion and letter referred to in Section 5(g5(d) insofar as Section 5(g) relates to such additional financial information; provided furtherhereof, that and the Company shall have furnished to such counsel such documents (which have not be required during any period been previously provided) as they reasonably request for the purpose of issuing such opinion and letter; provided, however, that in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to lieu of such opinion and letter, such counsel may furnish each Agent the Agents with either letter referred to above in this paragraph; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of (i) such letter substantially in the form of Exhibit D with respect to the period commencing with the beginning of the first fiscal quarter following the date of the most recent Annual Report on Form 10-K of the Company and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would but for this proviso be required to furnish such a letter and (ii) such letter to the effect set forth in Section 5(g) with respect that the Agents may rely on such prior opinion and letter to the most recent Annual Report on Form 10-K same extent as though they were dated the date of such letter authorizing reliance (except that the Company. (e) The Company agrees statements in such prior opinion and letter shall be deemed to offer relate to any person who shall have agreed to purchase Securities (including any Agent that has agreed to purchase Securities pursuant to Section 11 hereof) the right not to purchase such Securities if, on the settlement date for such purchaseRegistration Statement, the conditions set forth in Sections 5(aProspectus and the Disclosure Package, each as amended or supplemented to the time of delivery of such letter reauthorizing reliance), (b), and (c), or any of them, shall not be satisfied.

Additional Covenants of the Company. The Company agrees that:: ----------------------------------- (a) Each acceptance by the Company of an offer to for the purchase Securities of Notes shall be deemed to be an affirmation that the its representations and warranties of the Company contained in this Agreement are true and correct in all material respects at the time of such acceptance and a covenant and an affirmation that such representations and warranties will be true and correct at the Time of Sale of such Securities and at the time of delivery to the purchaser of the Securities relating to such acceptance Notes as though made at and as of each such time, it being understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Information Statement and the Prospectus as amended or supplemented at each such time. Each such acceptance by the Company of an offer to purchase Notes shall be deemed to constitute an additional representation, warranty and agreement by the Company that, as of the date of delivery of such Notes to the purchaser thereof, after giving effect to the issuance of such Notes and of any other Notes to be issued on or prior to such delivery date, the aggregate amount of Notes which have been issued and sold by the Company will not exceed the amount of Notes registered pursuant to the Registration Statement. (b) Promptly after the filing with the Commission of each amendment of or supplement to Each time that the Registration Statement or the Prospectus under the Act shall be amended or supplemented (other than any amendment or supplement which relates only to the offering and sale of securities other than the Securities or which serves only to set forth, or reflect by a change in, the terms of any Securities or the principal amount of Securities remaining to be sold or any similar informationPricing Supplement), and each filing by the Company with the Commission of any Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company incorporated by reference into the Prospectus, the Company shall, (A) concurrently with such amendment or supplement, if such amendment or supplement shall occur at a Marketing Time, or (B) immediately at the request of an Agentnext Marketing Time if such amendment or supplement shall not occur at a Marketing Time, furnish such Agent the Distributor with a certificate of the Chief Executive Officer, any Vice-Chairman, any Executive Vice President, the Chief Financial Officer, the Chief Operating Officer, the Corporate Treasurer or any other Executive Officer of the Companycertificate, dated the date of such amendmentdelivery thereof, supplement of the President or filingany Vice President and a principal financial or accounting officer of the Company, in form satisfactory to the Distributor, to the effect that the statements contained in the certificate covering the matters set forth in Section 5(e) hereof which was last furnished to the Distributor pursuant to this Section 6(b) are true and correct at the time of such amendment or supplement, as though made at and as of such time or, in lieu of such certificate, a certificate of the same effect tenor as the certificate referred to in Section 5(f5(e); provided, modified as necessary to however, that any certificate furnished under this Section 6(b) shall relate to the Registration Statement and the Prospectus as amended or supplemented to at the date time of such certificate; provided, however, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such certificate; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of such certificate dated and, in the latest date on which case of the Company would but for this proviso have been required matters set forth in clause (ii) of Section 5(e), to furnish the time of delivery of such certificate. (c) Promptly after the filing with the Commission of At each Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the CompanyRepresentation Date referred to in Section 6(b), the Company shall, (A) concurrently if such Representation Date shall occur at a Marketing Time, or (B) immediately at the request of an Agentnext Marketing Time if such Representation Date shall not occur at a Marketing Time, furnish such Agent the Distributor with a written opinion or opinions, dated the date of Xxxxxxx Xxxxxxx & Xxxxxxxx LLPsuch Representation Date, of counsel for the Company, in form satisfactory to the Distributor, to the effect set forth in Section 5(d)(vi) hereof. (d) On or such other counsel as before _______________ in each year commencing with the year _____ until the earlier of the date this Agreement is acceptable to each Agentterminated or all of the Notes have been sold, including in-house counselthe Company shall furnish the Distributor with a written opinion or opinions, dated as of the date on which such Form 10-Q or Form 10-K was filed with of delivery thereof, of counsel for the CommissionCompany, in form satisfactory to the Distributor, to the effect set forth in Section 5(d) hereof; provided, however, that no such -------- ------- opinion shall be required for any given year if an opinion has been delivered pursuant to Section 5(d) within ninety (90) days prior to the date that the opinion would otherwise be required and a letterno Notes have been sold during the Applicable Period (as defined below) with respect to which an opinion under Section 5(d) has not been delivered and, to the effect extent appropriate, such opinion or opinions may reconfirm matters set forth in a prior opinion delivered pursuant to Section 5(e5(d) or under this Section 6(d); provided further, but each modified as necessary to however, that any opinion or opinions furnished -------- ------- ------- under this Section 6(d) shall relate to the Registration Statement and the Prospectus as amended or supplemented at such date; provideddate and shall state that the Notes sold in the relevant Applicable Period have been duly executed, howeverauthenticated, that, in lieu issued and delivered and constitute valid and legally binding obligations of such opinion, such counsel may furnish each Agent with a letter the Company entitled to the effect that such Agent may rely on a prior opinion delivered under Section 5(d) or this Section 6(c)benefits and security provided by the Indenture, or letter delivered under Section 5(e), and conform to the same extent as if it were dated the date of such letter and the statements therein related to the Registration Statement and description thereof contained in the Prospectus as amended or supplemented at the relevant date or dates for the delivery of such date; provided further that Notes to the Company purchaser or purchasers thereof. For the purpose of this Section 6(d), "Applicable Period" shall not be required during any mean the period in commencing on the date as of which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such the most recent prior opinion or letter; provided that opinions delivered at the obligation Closing Date or under this Section 6(d) speak and ending on the date of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the Agentopinions. (d) Within a reasonable time after each date on which the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or any document that contains additional financial information, such as a Quarterly Report on Form 10-Q, shall be incorporated by reference into the Prospectus, the Company shall cause PricewaterhouseCoopers LLP to furnish each Agent with a letter, addressed jointly to the Board of Directors of the Company and the Agents, substantially in the form attached hereto as Exhibit D; provided, however, that within a reasonable time after the filing with the Commission of each Annual Report on Form 10-K of the Company, the Company shall instead furnish each Agent with a letter, addressed jointly to the Board of Directors of the Company and the Agents, to the effect set forth in Section 5(g) insofar as Section 5(g) relates to such additional financial information; provided further, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with either letter referred to above in this paragraph; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of (i) such letter substantially in the form of Exhibit D with respect to the period commencing with the beginning of the first fiscal quarter following the date of the most recent Annual Report on Form 10-K of the Company and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would but for this proviso be required to furnish such a letter and (ii) such letter to the effect set forth in Section 5(g) with respect to the most recent Annual Report on Form 10-K of the Company. (e) The Company agrees to offer to any person who shall have agreed to purchase Securities (including any Agent that has agreed to purchase Securities pursuant to Section 11 hereof) the right not to purchase such Securities if, on the settlement date for such purchase, the conditions set forth in Sections 5(a), (b), and (c), or any of them, shall not be satisfied.

Additional Covenants of the Company. The Company further covenants and agrees thatwith KCCI as follows: (a) Each acceptance issuance of a Transaction Notice by the Company of an offer to purchase Securities shall be deemed to be an affirmation that the representations and warranties of the Company herein contained and contained in this Agreement any certificate delivered to KCCI pursuant hereto are true and correct in all material respects at the time of such acceptance and a covenant Notice Time, and an affirmation undertaking that such representations and warranties will be true and correct at the Time of Sale of such Securities on any Closing Date (subject only to Section 4(i) above), and at the time of delivery to KCCI of Remaining Shares pursuant to the purchaser of the Securities relating to such acceptance Transaction Notice, as though made at and as of each such time, time (it being understood that such representations and warranties shall relate to the Registration Statement, any Basic Prospectus, the Time of Sale Information and the Prospectus or any Permitted Free Writing Prospectus as amended or and supplemented at to the time of such timeTransaction Notice). (b) Promptly after Upon the filing with the Commission of the Company's Annual Report on Form 10‑K and, if requested by KCCI, each amendment other time that the Registration Statement, any Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including by the filing of or supplement any Incorporated Document (subject to the Registration Statement or proviso at the Prospectus under end of this subsection (b) in the Act (other than case of a Current Report on Form 8‑K), but excluding any amendment or supplement which relates only to the in connection with an offering and sale of securities other than the Securities or which serves only to set forth, or reflect a change in, the terms of any Securities or the principal amount of Securities remaining to be sold Remaining Shares or any similar informationprospectus supplement relating solely to the offering of Remaining Shares pursuant to a Transaction Notice), and each filing by the Company with the Commission of any Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company incorporated by reference into the Prospectus, the Company shall, at the request of an Agent, shall furnish such Agent with or cause to be furnished to KCCI forthwith a certificate of the Chief Executive Officer, any Vice-Chairman, any Executive Vice President, the Chief Financial Officer, the Chief Operating Officer, the Corporate Treasurer or any other Executive Officer of the Companycertificate, dated the date of filing with the Commission or the date of effectiveness of such amendmentamendment or supplement, supplement or filingas applicable, in form satisfactory to KCCI, certifying as to the matters set forth in Exhibit B hereto at the time of the filing or effectiveness of such amendment or supplement, as applicable, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement, any Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same effect tenor as the certificate referred to in Section 5(f)5(a) hereof, modified as necessary to relate to the Registration Statement and Statement, any Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus as amended or and supplemented to the date time of delivery of such certificate; providedprovided that, however, that the Company shall will not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such certificate; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of such certificate dated the latest date on which the Company would but for this proviso have been required to furnish such certificate.a certificate to KCCI in connection with the filing of a Current Report on Form 8‑K unless (i) such Current Report on Form 8‑K is filed at any time during which either a Transaction Notice is in effect or a Prospectus relating to the Remaining Shares is required to be delivered under the Act and (ii) KCCI has reasonably requested such a certificate based upon the event or events reported in such Current Report on Form 8‑K. (c) Promptly after Upon the filing with the Commission of each the Company's Annual Report on Form 10‑K and, if requested by KCCI, upon the filing with the Commission of a Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company10‑Q, as promptly as reasonably practicable, the Company shall, at shall furnish or cause to be furnished forthwith to KCCI the request of an Agent, furnish such Agent with a written opinion of Xxxxxxx Xxxxxxx X. Xxxxxx, Esq., Senior Vice President, General Counsel & Xxxxxxxx Secretary and Xxxxxx, Xxxxx & Bockius LLP, counsel for the Company, or such other counsel as is acceptable satisfactory to each Agent, including in-house counselKCCI, dated the date on which such Form 10-Q or Form 10-K was filed of filing with the Commission, in form and substance satisfactory to KCCI, of the effect set forth same tenor as the opinions referred to in Section 5(d5(b) hereof, and a letter, to the effect set forth in Section 5(e), but each modified as necessary to relate to the Registration Statement and Statement, any Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus as amended or and supplemented at to the time of delivery of such date; provided, however, thatopinion or, in lieu of such opinion, counsel last furnishing such counsel may opinion to KCCI shall furnish each Agent KCCI with a letter substantially to the effect that such Agent KCCI may rely on a prior such last opinion delivered under Section 5(d) or this Section 6(c), or letter delivered under Section 5(e), to the same extent as if though it were was dated the date of such letter and the authorizing reliance (except that statements therein related in such last opinion shall be deemed to relate to the Registration Statement and Statement, any Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus as amended or and supplemented at such date; provided further that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such opinion or letter; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the time of delivery of such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the Agentauthorizing reliance). (d) Within a reasonable time If requested by KCCI, as soon as practicable after each date the filing with the Commission of the Company's Annual Report on which the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or any document that contains additional financial informationForm 10‑K, such as a Quarterly Report on Form 10-Q10‑Q, shall be incorporated by reference into the Prospectusor a Current Report on Form 8‑K that includes financial statements (excluding (i) any financial statements which are furnished and not filed and (ii) any financial statements of any acquired business), the Company shall cause PricewaterhouseCoopers LLP promptly to furnish each Agent with to KCCI a letter, addressed jointly comfort letter in a form reasonably satisfactory to KCCI that relates to the Board of Directors of the Company and the AgentsRegistration Statement, substantially in the form attached hereto as Exhibit D; provided, however, that within a reasonable time after the filing with the Commission of each Annual Report on Form 10-K of the Companyany Basic Prospectus, the Company shall instead furnish each Agent with a letter, addressed jointly Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the Board of Directors of the Company and the Agents, to the effect set forth in Section 5(g) insofar as Section 5(g) relates to such additional financial information; provided further, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with either letter referred to above in this paragraph; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of (i) such letter substantially in the form of Exhibit D with respect to the period commencing with the beginning of the first fiscal quarter following the date of the most recent Annual Report on Form 10-K of the Company and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would but for this proviso be required to furnish such a letter and (ii) such letter to the effect set forth in Section 5(g) with respect to the most recent Annual Report on Form 10-K of the Companyletter. (e) The Company agrees shall give a written notice to offer KCCI of the issuance of any authorization by the MPUC relating to any person who the authority of the Company to issue and sell shares of Common Stock. Following the issuance of such authorization, the legal opinions of counsel attached hereto as Exhibits C and D shall have agreed be respectively modified to purchase Securities reflect such authorization. (including any Agent that has agreed f) To disclose in its Quarterly Reports on Form 10‑Q and in its Annual Report on Form 10‑K the number of the Remaining Shares sold through KCCI under this Agreement and the net proceeds to purchase Securities the Company from the sale of the Remaining Shares pursuant to this Agreement during the relevant quarter. (g) The Company shall not be required to deliver the documents listed in Sections 6(b), 6(c), 6(d) and 6(e) if the Company notifies KCCI pursuant to Section 11 hereof) that the right Company does not intend to purchase sell Remaining Shares pursuant to this Agreement during the current fiscal quarter, provided that if the Company subsequently elects to sell Remaining Shares pursuant to this Agreement during such Securities if, on fiscal quarter the settlement date for such purchase, the conditions set forth in documents required by Sections 5(a6(b), (b6(c), 6(d) and (c), or any of them, 6(e) shall not be satisfieddelivered to KCCI.

Additional Covenants of the Company. The Company covenants and agrees that: (a) Each acceptance by the Company it of an offer for the purchase of Securities, and each sale of Securities to purchase Securities you (whether to you as principal or through you as agent), shall be deemed to be an affirmation that the representations and warranties of the Company contained in this Agreement and in any certificate theretofore delivered to you pursuant hereto are true and correct in all material respects at the time of such acceptance and a covenant or sale, as the case may be, and an affirmation undertaking that such representations and warranties will be true and correct at the Time of Sale of such Securities and at the time of delivery to the purchaser or his agent, or you, as the case may be, of the Securities relating to such acceptance relevant Securities, as though made at and as of each such time, time (and it being is understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Information General Disclosure Package and the Prospectus as amended or and supplemented at to each such time.); (b) Promptly after the filing with the Commission of each amendment of or supplement to Each time that the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Act shall be amended or supplemented (other than any by an amendment or supplement which relates only relating solely to the offering and sale terms of securities other than the Securities or which serves only to set forth, or reflect a change in, the terms of any Securities or in the principal amount of Securities remaining to be sold or any similar information), and each filing by the Company changes) or there is filed with the Commission of any Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company document incorporated by reference into in the ProspectusGeneral Disclosure Package or the Prospectus (other than by an amendment or supplement relating solely to the terms of the Securities or a change in the principal amount of the Securities remaining to be sold or similar changes) or if the Company sells Securities to you pursuant to a Terms Agreement and such Terms Agreement so provides, the Company shall, at the request of an Agentif so requested by you or if so required by such Terms Agreement, furnish or cause to be furnished to you (or, if such Agent with certificate is being furnished pursuant to a certificate of the Chief Executive Officer, any Vice-Chairman, any Executive Vice President, the Chief Financial Officer, the Chief Operating Officer, the Corporate Treasurer or any other Executive Officer of the Company, dated the date of such amendment, supplement or filingTerms Agreement, to the same Agent or Agents party thereto) forthwith a certificate in form satisfactory to you (or, if such certificate is being furnished pursuant to a Terms Agreement, to the Agent or Agents party thereto) to the effect as that the certificate statements contained in the certificates referred to in Section 5(f5(b) hereof which were last furnished to you are true and correct at the time of such amendment or supplement or filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement, the General Disclosure Package and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, certificates of the same tenor as the certificates referred to in said Section 5(b), modified as necessary to relate to the Registration Statement Statement, the General Disclosure Package and the Prospectus as amended or and supplemented to the date time of such certificate; provided, however, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such certificate; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of such certificate dated the latest date on which the Company would but for this proviso have been required to furnish such certificate.certificates; (c) Promptly after If the filing with the Commission of each Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the CompanyCompany sells Securities to you pursuant to a Terms Agreement and such Terms Agreement so provides, the Company shall, at the request of an Agentif so required by such Terms Agreement, furnish or cause to be furnished forthwith to you (or, if such certificate is being furnished pursuant to a Terms Agreement, to the Agent with a or Agents party thereto) and the counsel for the Agents, written opinion opinions of Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx (US) LLP, counsel for to the Company, or such other counsel as is acceptable satisfactory to the Agents receiving such opinion, and the General Counsel of the Company, each Agent, including in-house counsel, dated the date on which of delivery of such Form 10-Q or Form 10-K was filed with the Commissionopinion, in form satisfactory to the effect set forth Agents receiving such opinion, of the same tenor as the opinions referred to in Section 5(dSections 5(a)(1) hereof, and a letter, to the effect set forth in Section 5(e5(a)(2), respectively, hereof but each modified modified, as necessary necessary, to relate to the Registration Statement Statement, the General Disclosure Package and the Prospectus as amended or and supplemented at to the time of delivery of such date; provided, however, thatopinions or, in lieu of such opinionopinions, counsel last furnishing each such counsel may opinion to the Agents shall furnish each to the Agent with or Agents entitled to receive such opinion a letter to the effect that such Agent or Agents may rely on a prior such last opinion delivered under Section 5(d) or this Section 6(c), or letter delivered under Section 5(e), to the same extent as if though it were was dated the date of such letter and the authorizing reliance (except that statements therein related in such last opinion shall be deemed to relate to the Registration Statement Statement, the General Disclosure Package and the Prospectus as amended or and supplemented at such date; provided further that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such opinion or letter; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the time of delivery of such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the Agent.authorizing reliance); and (d) Within If the Company sells Securities to you pursuant to a reasonable time after each date on which the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or any document that contains additional financial information, Terms Agreement and such as a Quarterly Report on Form 10-Q, shall be incorporated by reference into the ProspectusTerms Agreement so provides, the Company shall shall, if so required by such Terms Agreement, cause PricewaterhouseCoopers Ernst & Young LLP (or another nationally recognized firm of independent public accountants) forthwith to furnish each you (or, if such letter is being furnished pursuant to a Terms Agreement, to the Agent with or Agents party thereto) a letter, addressed jointly dated the date of filing of such amendment, supplement or document with the Commission, or the date of such sale, as the case may be, in form satisfactory to the Board of Directors Agent or Agents entitled to receive such letter, of the Company same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(c) hereof but modified to relate to the AgentsRegistration Statement, substantially the General Disclosure Package and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii), (iv), (v) and (vi) of said Section 5(c) with such changes as may be necessary to reflect changes in the form attached hereto as Exhibit Dfinancial statements and other information derived from the accounting records of the Company; provided, however, that within a reasonable time after if the filing with the Commission of each Annual Report on Form 10-K of the CompanyRegistration Statement, the Company shall instead furnish each Agent with General Disclosure Package or the Prospectus is amended or supplemented solely to include financial information as of and for a letterfiscal quarter, addressed jointly to Ernst & Young LLP may limit the Board scope of Directors of the Company and the Agents, to the effect set forth in Section 5(g) insofar as Section 5(g) relates to such additional financial information; provided further, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with either letter referred to above in this paragraph; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of (i) such letter substantially in the form of Exhibit D with respect to the period commencing with the beginning of the first fiscal quarter following the date of the most recent Annual Report on Form 10-K of the Company and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would but for this proviso be required to furnish such a letter and (ii) such letter to the effect set forth unaudited financial statements included in Section 5(g) with respect to such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the most recent Annual Report on Form 10-K reasonable judgment of the CompanyAgent or Agents entitled to receive such letter, such letter should cover such other information. (e) The Company agrees to offer to any person who shall have agreed to purchase Securities (including any Agent that has agreed to purchase Securities pursuant to Section 11 hereof) the right not to purchase such Securities if, on the settlement date for such purchase, the conditions set forth in Sections 5(a), (b), and (c), or any of them, shall not be satisfied.

Additional Covenants of the Company. The Company agrees that: (a) Each acceptance by the Company of an offer to purchase Securities shall be deemed to be an affirmation that the representations and warranties of the Company contained in this Agreement are true and correct in all material respects at the time of such acceptance and a covenant and an affirmation that such representations and warranties will be true and correct at the Time of Sale of such Securities and at the time of delivery to the purchaser of the Securities relating to such acceptance as though made at and as of such time, it being understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Information and the Prospectus as amended or supplemented at such time. (b) Promptly after the filing with the Commission of each amendment of or supplement to the Registration Statement or the Prospectus under the Act (other than any amendment or supplement which relates only to the offering and sale of securities other than the Securities or which serves only to set forth, or reflect a change in, the terms of any Securities or the principal amount of Securities remaining to be sold or any similar information), and each filing by the Company with the Commission of any Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company incorporated by reference into the Prospectus, the Company shall, at the request of an Agent, shall furnish such each Agent with a certificate of the Chief Executive OfficerChairman of the Board, the President, any Vice-Chairman, any Executive Vice President, the Chief Financial Officer, the Chief Operating Officer, the Corporate Treasurer or any other Executive Officer of the Company, dated the date of such amendment, supplement or filing, to the same effect as the certificate referred to in Section 5(f), modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such certificate; provided, however, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such certificate; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of such certificate dated the latest date on which the Company would but for this proviso have been required to furnish such certificate. (c) Promptly after the filing with the Commission of each Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company, the Company shall, at the request of an Agent, shall furnish such each Agent requesting it with a written opinion of Xxxxxxx Sxxxxxx Xxxxxxx & Xxxxxxxx Bxxxxxxx LLP, counsel for the Company, or such other counsel as is acceptable to each Agent, including in-house counsel, dated the date on which such Form 10-Q or Form 10-K was filed with the Commission, to the effect set forth in Section 5(d) hereof, and a letter, to the effect set forth in Section 5(e), but each modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented at such date; provided, however, that, in lieu of such opinion, such counsel may furnish each Agent with a letter to the effect that such Agent may rely on a prior opinion delivered under Section 5(d) or this Section 6(c), or letter delivered under Section 5(e), to the same extent as if it were dated the date of such letter and the statements therein related to the Registration Statement and the Prospectus as amended or supplemented at such date; provided further that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such opinion or letter; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the Agent. (d) Within a reasonable time after each date on which the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or any document that contains additional financial information, such as a Quarterly Report on Form 10-Q, shall be incorporated by reference into the Prospectus, the Company shall cause PricewaterhouseCoopers LLP to furnish each Agent with a letter, addressed jointly to the Board of Directors of the Company and the AgentsAgents and dated such date, substantially in the form attached hereto as Exhibit D; provided, however, that within a reasonable time after the filing with the Commission of each Annual Report of the Company on Form 10-K of the CompanyK, the Company shall instead furnish each Agent with a letter, letter addressed jointly to the Board of Directors of the Company and the AgentsAgents and dated the date of such filing, to the effect set forth in Section 5(g) insofar as Section 5(g) relates to such additional financial information; provided further, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with either letter referred to above in this paragraph; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of (i) such letter substantially in the form of Exhibit D with respect to the period commencing with the beginning of the first fiscal quarter following the date of the most recent Annual Report of the Company on Form 10-K of the Company and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would but for this proviso be required to furnish such a letter and (ii) such letter to the effect set forth in Section 5(g) with respect to the most recent Annual Report of the Company on Form 10-K of the Company.K. (e) The Company agrees to offer to any person who shall have agreed to purchase Securities (including any Agent that has agreed to purchase Securities pursuant to Section 11 hereof) the right not to purchase such Securities if, on the settlement date for such purchase, the conditions set forth in Sections 5(a), (b), and (c), or any of them, shall not be satisfied.

Additional Covenants of the Company. The Company further covenants and agrees thatwith Xxxxxx Xxxxxxx as follows: (a) Each acceptance of a Transaction Notice by the Company and each execution and delivery by the Company of an offer to purchase Securities a Terms Agreement shall be deemed to be (i) an affirmation that the representations representations, warranties and warranties agreements of the Company herein contained and contained in this Agreement any certificate delivered to Xxxxxx Xxxxxxx pursuant hereto are true and correct in all material respects at such Time of Acceptance or the time date of such acceptance Terms Agreement, as the case may be, and a covenant and (ii) an affirmation undertaking that such representations representations, warranties and warranties agreements will be true and correct at the on any applicable Time of Sale of such Securities and at the time of delivery to the purchaser of the Securities relating to such acceptance Settlement Date, as though made at and as of each such time, time (it being understood that such representations representations, warranties and warranties agreements shall relate to the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Notice or Terms Agreement, at or before the Time of Sale Information and as the Prospectus as amended or supplemented at such timecase may be). (b) Promptly after Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (except by the filing with the Commission of each amendment of or supplement to the Registration Statement or the Prospectus under the Act any Incorporated Document (other than any amendment or supplement which relates only to the offering and sale of securities other than the Securities or which serves only to set forthan Annual Report on Form 10-K, or reflect a change in, the terms of any Securities or the principal amount of Securities remaining to be sold or any similar information), and each filing by the Company with the Commission of any Quarterly Report on Form 10-Q or Annual Current Report on Form 108-K that is required pursuant to Section 2(j)), any prospectus supplement filed pursuant to Section 4(b) hereof or an amendment or supplement relating solely to the issuance or offering of securities other than the Shares) or, unless a Transaction Notice is then in effect and has not been suspended or the Settlement Date for any Shares previously sold has not yet occurred, at such later date selected by the Company incorporated by reference following such amendment or supplement (but, in any event, no later than the first date and time following such amendment or supplement on which the Company accepts a Transaction Notice or enters into a Terms Agreement), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) otherwise as Xxxxxx Xxxxxxx shall reasonably request, provided that Xxxxxx Xxxxxxx shall not make such a request during periods that the ProspectusCompany is not and will not be selling any Shares (each date referred to in clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Company shall, at the request of an Agentunless Xxxxxx Xxxxxxx agrees otherwise, furnish such Agent with a certificate or cause to be furnished to Xxxxxx Xxxxxxx certificates, dated and delivered as of the Chief Executive Officerapplicable Bring-Down Delivery Date, any Vice-Chairman, any Executive Vice President, the Chief Financial Officer, the Chief Operating Officer, the Corporate Treasurer or any other Executive Officer of the Company, dated the date of such amendment, supplement or filing, to the same effect tenor as the certificate certificates referred to in Section 5(f)5(a)(i) and Section 5(a)(ii) hereof, modified as necessary to relate to the Registration Statement and Statement, the Prospectus or any Permitted Free Writing Prospectus as amended or and supplemented to the date time of delivery of such certificate; provided, howeveror, in lieu of such certificates, a certificate to the effect that the Company shall not be required during any period statements contained in which it has instructed each Agent the certificates referred to cease or each Agent has ceased soliciting offers in Section 5(a)(i) and Section 5(a)(ii) hereof furnished to purchase Securities to furnish each Agent with Xxxxxx Xxxxxxx are true and correct as of such certificate; provided Bring-Down Delivery Date as though made at and as of such date (except that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities such statements shall be subject deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate dated the latest date on which the Company would but for this proviso have been required to furnish such certificate). (c) Promptly after the filing with the Commission of each Quarterly Report on Form 10Each Bring-Q or Annual Report on Form 10-K of the CompanyDown Delivery Date, the Company shall, at unless Xxxxxx Xxxxxxx agrees otherwise, cause to be furnished to Xxxxxx Xxxxxxx (A) the request written opinion and negative assurance letter of an AgentXxxxxxx Procter LLP, furnish such Agent with a counsel to the Company, and (B) the written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx Procter LLP, tax counsel for to the Company, or such other counsel each dated and delivered as is acceptable of the applicable Bring-Down Delivery Date, of the same tenor as the opinions and letter referred to each Agent, including in-house counsel, dated the date on which such Form 10-Q or Form 10-K was filed with the Commission, to the effect set forth in Section 5(d5(a)(iii) and Section 5(a)(iv) hereof, and a letter, to the effect set forth in Section 5(e)respectively, but each modified as necessary to relate to the Registration Statement and Statement, the Prospectus or any Permitted Free Writing Prospectus as amended or and supplemented at to the time of delivery of such date; providedopinions and letter, however, thator, in lieu of such opinionopinions and letter, such counsel may shall furnish each Agent Xxxxxx Xxxxxxx with a letter letters substantially to the effect that such Agent Xxxxxx Xxxxxxx may rely on a prior opinion delivered under Section 5(dthe opinions and letter referred to in Sections 5(a)(iii) or this Section 6(cand 5(a)(iv), or letter delivered under Section 5(e)furnished to Xxxxxx Xxxxxxx, to the same extent as if it though they were dated the date of such letter and the letters authorizing reliance (except that statements therein related in such last opinions shall be deemed to relate to the Registration Statement and Statement, the Prospectus or any Permitted Free Writing Prospectus as amended or and supplemented at such date; provided further that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such opinion or letter; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the time of delivery of such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the Agentletters authorizing reliance). (d) Within Each Bring-Down Delivery Date, the Company shall, unless Xxxxxx Xxxxxxx agrees otherwise, cause Deloitte & Touche LLP to furnish to Xxxxxx Xxxxxxx a reasonable time after each “comfort” letter, dated and delivered as of the applicable Bring-Down Delivery Date, of the same tenor as the letter referred to in Section 5(a)(v) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date on which of such letter. (e) Each Bring-Down Delivery Date, to the extent required pursuant to Section 2(j) above, the Company shall, unless Xxxxxx Xxxxxxx agrees otherwise, cause to be furnished to Xxxxxx Xxxxxxx a certificate of the chief financial officer of the Company of the same tenor as the certificate referred to in Section 2(j). (i) No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission at the time the Company accepts a Transaction Notice; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of Xxxxxx Xxxxxxx and no suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, will have occurred and be amended or supplemented to include additional financial information in effect at the time the Company accepts a Transaction Notice; and (ii) the Registration Statement, the Prospectus or any document that contains additional financial informationPermitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, such in the light of the circumstances under which they were made, not misleading at the time the Company accepts a Transaction Notice. (g) The Company shall reasonably cooperate with any reasonable due diligence review requested by Xxxxxx Xxxxxxx or its counsel from time to time in connection with the transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, making available appropriate corporate officers of the Company and, upon reasonable request, representatives of Deloitte & Touche LLP for an update on diligence matters with representatives of Xxxxxx Xxxxxxx and (ii) at each Bring-Down Delivery Date or otherwise as a Quarterly Report Xxxxxx Xxxxxxx may reasonably request, providing information and making available documents and appropriate corporate officers of the Company and representatives of Deloitte & Touche LLP for one or more due diligence sessions with representatives of Xxxxxx Xxxxxxx and its counsel. (h) To the extent required under applicable law, the Company shall disclose, in its quarterly reports on Form 10-Q, shall be incorporated by reference into the Prospectus, the Company shall cause PricewaterhouseCoopers LLP to furnish each Agent with a letter, addressed jointly to the Board of Directors of the Company and the Agents, substantially in the form attached hereto as Exhibit D; provided, however, that within a reasonable time after the filing with the Commission of each Annual Report its annual report on Form 10-K and/or, at the Company’s option, in prospectus supplements to be filed by the Company from time to time, the number of the Shares sold through the Agents under this Agreement and any Terms Agreement, the net proceeds to the Company from the sale of the Shares and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the relevant quarter or such shorter period determined by the Company, as the case may be. All opinions, letters and other documents referred to in Sections 6(b) through (d) above shall be reasonably satisfactory in form and substance to Xxxxxx Xxxxxxx. Xxxxxx Xxxxxxx will provide the Company shall instead furnish each Agent with a lettersuch notice (which may be oral, addressed jointly to and in such case, will be confirmed via e-mail or facsimile as soon as reasonably practicable thereafter) as is reasonably practicable under the Board of Directors of the Company and the Agentscircumstances when requesting an opinion, to the effect set forth in Section 5(g) insofar as Section 5(g) relates to such additional financial information; provided further, that the Company shall not be required during any period in which it has instructed each Agent to cease letter or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with either letter other document referred to above in this paragraph; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of (i) such letter substantially in the form of Exhibit D with respect to the period commencing with the beginning of the first fiscal quarter following the date of the most recent Annual Report on Form 10-K of the Company and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would but for this proviso be required to furnish such a letter and (ii) such letter to the effect set forth in Section 5(g) with respect to the most recent Annual Report on Form 10-K of the Company. (e) The Company agrees to offer to any person who shall have agreed to purchase Securities (including any Agent that has agreed to purchase Securities pursuant to Section 11 hereof) the right not to purchase such Securities if, on the settlement date for such purchase, the conditions set forth in Sections 5(a), 6(b) through (b), and (c), or any of them, shall not be satisfiedd) above.

Additional Covenants of the Company. The Company covenants and agrees with each Agent that: (a) Each acceptance by the Company of any offer for the purchase of Notes (whether through an offer Agent as agent or to purchase Securities one or more Agents as principal), and each sale of Notes to you pursuant to a Terms Agreement, shall be deemed to be an affirmation that the representations and warranties of the Company contained in this Agreement and in any certificate theretofore delivered to you pursuant hereto are true and correct in all material respects at the time of such acceptance and a covenant or sale, as the case may be, and an affirmation undertaking that such representations and warranties will be true and correct at the Time of Sale of such Securities and in all material respects at the time of delivery to the purchaser or his agent, or you, of the Securities Notes relating to such acceptance or sale, as the case may be, as though made at and as of each such time, time (and it being is understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Information Statement and the Prospectus as amended or and supplemented at to each such time). (b) Promptly after the filing with the Commission of each amendment of or supplement to Each time that the Registration Statement or the Prospectus under shall be amended or supplemented or there is filed with the Act SEC any document to be incorporated by reference into the Prospectus (other than any by (i) a pricing supplement or by an amendment or supplement which relates only to the offering and sale of securities other than the Securities or which serves only to set forth, or reflect providing solely for a change in, in the terms interest rates of any Securities the Notes or a change in the principal amount of Securities Notes remaining to be sold or any similar information)changes, and each filing by the Company with the Commission of any Quarterly or (ii) a Current Report on Form 10-Q or Annual Report on Form 108-K relating to an event disclosed pursuant to Item 5 of Form 8-K, unless the Company incorporated by reference into Agents shall otherwise so specify) or, if so indicated in the Prospectusapplicable Terms Agreement, the Company shallsells Notes to you pursuant to a Terms Agreement, at the request of an Agent, Company shall furnish such Agent with or cause to be furnished to you forthwith a certificate of the Chief Executive Officer, any Vice-Chairman, any Executive Vice President, the Chief Financial Officer, the Chief Operating Officer, the Corporate Treasurer or any other Executive Officer of the Company, dated the date of such amendment, supplement or filing, in form satisfactory to you to the same effect as that the certificate statements contained in the certificates referred to in Section 5(f5(d) hereof which were last furnished to you are true and correct at the time of such amendment or supplement or filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, certificates of the same tenor as the certificates referred to in said Section 5(d), modified as necessary to relate to the Registration Statement and the Prospectus as amended or and supplemented to the date time of such certificate; provided, however, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such certificate; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of such certificate dated the latest date on which the Company would but for this proviso have been required to furnish such certificatecertificates. (c) Promptly after Each time that the filing Registration Statement or the Prospectus shall be amended or supplemented or there is filed with the Commission SEC any document to be incorporated by reference into the Prospectus (other than by (i) an amendment or supplement solely providing for a change in the interest rates of each Quarterly the Notes or a change in the principal amount of Notes remaining to be sold or similar changes, (ii) a Current Report on Form 10-Q or Annual Report on Form 108-K relating to an event disclosed pursuant to Item 5 of Form 8-K, unless the CompanyAgents shall otherwise so specify), or (iii) setting forth or incorporating by reference financial statements or other financial information as of and for a fiscal quarter or fiscal year) or, if so indicated in the applicable Terms Agreement, the Company shallsells Notes to you pursuant to a Terms Agreement, at the request of an Agent, Company shall furnish such Agent with or cause to be furnished forthwith to you and your counsel a written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Company, or such other counsel as is acceptable satisfactory to each Agent, including in-house counselyou, dated the date on which of delivery of such Form 10-Q or Form 10-K was filed with opinion, in form 15 satisfactory to you, of the Commission, same tenor as the opinions referred to the effect set forth in Section 5(d5(c) hereofhereof but modified, and a letteras necessary, to the effect set forth in Section 5(e), but each modified as necessary to relate to the Registration Statement and the Prospectus as amended or and supplemented at to the time of delivery of such date; provided, however, thatopinion or, in lieu of such opinion, counsel last furnishing such counsel may opinion to you shall furnish each Agent you with a letter to the effect that such Agent you may rely on a prior such last opinion delivered under Section 5(d) or this Section 6(c), or letter delivered under Section 5(e), to the same extent as if though it were dated the date of such letter and the authorizing reliance (except that statements therein related in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or and supplemented at such date; provided further that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such opinion or letter; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the time of delivery of such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the Agentauthorizing reliance). (d) Within a reasonable Each time after each date on which that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information (other than preliminary financial statement information) relating to the Company or any of its subsidiaries or there is filed with the SEC any document that incorporated by reference into the Prospectus which contains additional financial informationinformation or, if so indicated in the applicable Terms Agreement, the Company sells Notes to you pursuant to a Terms Agreement, the Company shall cause the independent public accountants of the Company to furnish you a letter, dated the date of filing of such amendment, supplement or document with the Commission, or the date of such sale, as the case may be, in form satisfactory to you, of the same tenor as the letter referred to in Section 5(e) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter. If, following the close of a Quarterly fiscal year, audited financial statements and other additional financial information are contained in a Current Report on Form 8-K and the same information is subsequently contained in a timely filed Annual Report on Form 10-QK, shall then such letter need only be incorporated by reference into furnished at the Prospectus, the Company shall cause PricewaterhouseCoopers LLP to furnish each Agent with a letter, addressed jointly to the Board of Directors of the Company and the Agents, substantially in the form attached hereto as Exhibit D; provided, however, that within a reasonable time after the filing with the Commission of each such Annual Report on Form 10-K of the Company, the Company shall instead furnish each Agent with a letter, addressed jointly to the Board of Directors of the Company and the Agents, to the effect set forth in Section 5(g) insofar as Section 5(g) relates to such additional financial information; provided further, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with either letter referred to above in this paragraph; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of (i) such letter substantially in the form of Exhibit D with respect to the period commencing with the beginning of the first fiscal quarter following the date of the most recent Annual Report on Form 10-K of the Company and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would but for this proviso be required to furnish such a letter and (ii) such letter to the effect set forth in Section 5(g) with respect to the most recent Annual Report on Form 10-K of the Companyis filed. (e) The Company agrees to offer to any person who shall have agreed to purchase Securities (including any Agent that has agreed to purchase Securities pursuant to Section 11 hereof) the right not to purchase such Securities if, on the settlement date for such purchase, the conditions set forth in Sections 5(a), (b), and (c), or any of them, shall not be satisfied.

Additional Covenants of the Company. The Company agrees that: (a) Each acceptance by the Company of an offer to for the purchase of Securities shall be deemed to be an affirmation that the its representations and warranties of the Company contained in this Agreement are true and correct in all material respects at the time of such acceptance and a covenant and an affirmation that such representations and warranties will be true and correct at the Time of Sale of such Securities and at the time of delivery to the purchaser of the Securities relating to such acceptance as though made at and as of each such time, it being understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Information and the Prospectus as amended or supplemented at such time. (b) Promptly after the filing with the Commission of each amendment of or supplement to the Registration Statement or the Prospectus under the Act (other than any amendment or supplement which relates only to the offering and sale of securities other than the Securities or which serves only to set forth, or reflect a change in, the terms of any Securities or the principal amount of Securities remaining to be sold or any similar information), and each filing by the Company with the Commission of any Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company incorporated by reference into the Prospectus, the Company shall, at the request of an Agent, furnish such Agent with a certificate of the Chief Executive Officer, any Vice-Chairman, any Executive Vice President, the Chief Financial Officer, the Chief Operating Officer, the Corporate Treasurer or any other Executive Officer of the Company, dated the date of such amendment, supplement or filing, to the same effect as the certificate referred to in Section 5(f), modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such certificate; provided, however, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such certificate; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of such certificate dated the latest date on which the Company would but for this proviso have been required to furnish such certificate. (c) Promptly after the filing with the Commission of each Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company, the Company shall, at the request of an Agent, furnish such Agent with a written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Company, or such other counsel as is acceptable to each Agent, including in-house counsel, dated the date on which such Form 10-Q or Form 10-K was filed with the Commission, to the effect set forth in Section 5(d) hereof, and a letter, to the effect set forth in Section 5(e), but each modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented at each such date; provided, however, that, in lieu of time. Each such opinion, such counsel may furnish each Agent with a letter to the effect that such Agent may rely on a prior opinion delivered under Section 5(d) or this Section 6(c), or letter delivered under Section 5(e), to the same extent as if it were dated the date of such letter and the statements therein related to the Registration Statement and the Prospectus as amended or supplemented at such date; provided further that acceptance by the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such opinion or letter; provided that the obligation of each Agent to begin thereafter to solicit offers an offer to purchase Securities shall be subject deemed to constitute an additional representation, warranty and agreement by the Company that, as of the date of delivery of such opinion Securities to the purchaser thereof, after giving effect to the issuance of such Securities, of any other Securities to be issued on or letter dated not earlier than the date of the most recent fiscal quarter end if prior to such delivery is so requested date and of any other Registered Securities to be issued and sold by the Agent. (d) Within a reasonable time after each date Company on which the Registration Statement or the Prospectus shall be amended or supplemented prior to include additional financial information or any document that contains additional financial information, such as a Quarterly Report on Form 10-Q, shall be incorporated by reference into the Prospectusdelivery date, the Company shall cause PricewaterhouseCoopers LLP to furnish each Agent with a letter, addressed jointly to the Board aggregate amount of Directors of the Company and the Agents, substantially in the form attached hereto as Exhibit D; provided, however, that within a reasonable time after the filing with the Commission of each Annual Report on Form 10-K of the Company, the Company shall instead furnish each Agent with a letter, addressed jointly to the Board of Directors of the Company and the Agents, to the effect set forth in Section 5(g) insofar as Section 5(g) relates to such additional financial information; provided further, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with either letter referred to above in this paragraph; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of (i) such letter substantially in the form of Exhibit D with respect to the period commencing with the beginning of the first fiscal quarter following the date of the most recent Annual Report on Form 10-K of the Company and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would but for this proviso be required to furnish such a letter and (ii) such letter to the effect set forth in Section 5(g) with respect to the most recent Annual Report on Form 10-K of the Company. (e) The Company agrees to offer to any person who shall have agreed to purchase Registered Securities (including any Agent that has agreed to purchase Securities) which have been issued and sold by the Company will not exceed the amount of Registered Securities registered pursuant to Section 11 hereofthe Registration Statement. (b) the right not to purchase such Securities if, on the settlement date for such purchaseAt each Selected Representation Date (as defined below), the conditions set forth in Sections 5(a)Company shall, (b)A) concurrently with such amendment or supplement, and if such amendment or supplement shall occur at a Marketing Time (cas defined below), or any of them, (B) immediately at the next Marketing Time if such amendment or supplement shall not be satisfied.occur at a Marketing Time, furnish the Agents with a certificate,

Additional Covenants of the Company. The Company agrees that: (a) Each acceptance by the Company of an offer to for the purchase Securities of Notes shall be deemed to be an affirmation that the its representations and warranties of the Company contained in this Agreement are true and correct in all material respects at the time of such acceptance and a covenant and an affirmation that such representations and warranties will be true and correct at the Time of Sale of such Securities and at the time of delivery to the purchaser of the Securities relating to such acceptance as though made at and as of such timeacceptance, it being understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Information Statement and the Prospectus as amended or supplemented at each such time. Each such acceptance by the Company of an offer for the purchase of Notes shall be deemed to constitute an additional representation, warranty and agreement by the Company that, as of the settlement date for the sale of such Notes, after giving effect to the issuance of such Notes and of any other Notes to be issued on or prior to such settlement date, the aggregate amount of Notes which have been issued and sold by the Company will not exceed the amount of Notes registered pursuant to the Registration Statement. (b) Promptly after From the filing with time solicitation regarding the Commission sale of the Notes is begun until all of the Notes have been sold, each amendment of time the Company (i) amends or supplement to supplements the Registration Statement or the Prospectus under the Act (other than any amendment in reference solely to interest rates or maturities of Notes) by means of a post-effective amendment, sticker, or supplement which relates only to but not by means of incorporation of document(s) by reference into the offering and sale of securities other than the Securities or which serves only to set forth, or reflect a change in, the terms of any Securities Registration Statement or the principal amount of Securities remaining to be sold or any similar information), and each filing by Prospectus; (ii) files an annual report on Form 10-K under the Company with the Commission of any Quarterly Report Exchange Act; (iii) files its quarterly reports on Form 10-Q or Annual Report under the Exchange Act; and (iv) files a report on Form 108-K under the Exchange Act (the date of filing each of the Company incorporated by reference into the Prospectus, aforementioned documents is referred to as a "Representation Date"); the Company shall, at shall furnish the request Agents (but in the case of an Agent, furnish such Agent (iv) above only if requested by the Agents) with a certificate of the Chief Executive Officer, any Vice-Chairman, any Executive Vice President, the Chief Financial Officer, the Chief Operating Officer, the Corporate Treasurer President or any other Executive Officer Vice President and a principal financial or accounting officer of the Company, dated in form satisfactory to the date of such amendment, supplement or filingAgents, to the same effect as that on the certificate referred Representation Date, to the best of their knowledge after reasonable investigation and relying upon opinions of counsel to the extent legal matters are involved, (i) the representations and warranties of the Company in Section 5(f), modified as necessary this Agreement are true and correct in all material respects; (ii) the Company has complied with all agreements and satisfied all conditions on its part to relate be performed or satisfied hereunder at or prior to the Representation Date; (iii) no stop order suspending the effectiveness of the Registration Statement or of any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Prospectus as amended or supplemented Commission; and (iv) subsequent to the date of such certificate; providedthe most recent financial statements set forth or incorporated by reference in the Prospectus, howeverthere has been no material adverse change in the financial position or in the financial results of operations of the Company, that except as set forth in or contemplated by the Company shall not be required during any period Prospectus or as described in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such certificate; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of such certificate dated the latest date on which the Company would but for this proviso have been required to furnish such certificate. (c) Promptly after From the filing with time solicitation regarding the Commission of each Quarterly Report on Form 10-Q or Annual Report on Form 10-K sale of the CompanyNotes is begun until all of the Notes have been sold, at each Representation Date referred to in Section 6(b) (i) or (ii) and, only if requested by the Agents, at each Representation Date referred to in Section 6(b) (iii) or (iv), the Company shall, at shall concurrently furnish the request of an Agent, furnish such Agent Agents with a written opinion or opinions of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Company, or such other counsel as is acceptable to each Agent, including in-house counsel, dated the Representation Date or the date on which of such Form 10-Q or Form 10-K was filed with filing, in form satisfactory to the CommissionAgents, to the effect set forth in Section 5(d) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinion, counsel may furnish the Agents with a letter, letter to the effect set forth that the Agents may rely on a prior opinion delivered under Section 5(d) or this Section 6(c) to the same extent as if it were dated the date of such letter (except that statements in Section 5(e), but each modified as necessary such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such date; providedRepresentation Date). (d) From the time solicitation regarding the sale of the Notes is begun until all of the Notes have been sold, howeverat each Representation Date referred to in Section 6(b) (i) or (ii) and, thatonly if requested by the Agents, at each Representation Date referred to in lieu of Section 6(b) (iii) or (iv), but in each case only if such opiniondocuments referred to in Section 6(b) include additional financial information, such counsel may the Company shall cause Coopers & Lybrand concurrently to furnish each Agent the Agents with a letter letter, xxxxxssed jointly to the effect that such Agent may rely on a prior opinion delivered under Section 5(d) Company and the Agents and dated the Representation Date or this Section 6(c), or letter delivered under Section 5(e), to the same extent as if it were dated the date of such letter filing, in form and substance satisfactory to the statements therein related Agents, to the effect set forth in Section 5(f) hereof but modified to relate to the Registration Statement and the Prospectus as amended or supplemented at such date; provided further that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent Representation Date, with such opinion or letter; provided that changes as may be necessary to reflect changes in the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to financial statements and other information derived from the delivery of such opinion or letter dated not earlier than the date accounting records of the most recent fiscal quarter end Company; provided, however, that if such delivery is so requested by the Agent. (d) Within a reasonable time after each date on which the Registration Statement or the Prospectus shall be is amended or supplemented solely to include additional financial information as of and for a fiscal quarter, Coopers & Lybrand may limit the scope of such letter to the unaudixxx xxnancial statements included in such amendment or supplement unless there is contained therein any document that contains additional other accounting, financial informationor statistical information that, in the reasonable judgment of the Agents, should be covered by such letter, in which event such letter shall also cover such other information and procedures as a Quarterly Report on Form 10-Q, shall be incorporated agreed upon by reference into the ProspectusAgents. (e) On each settlement date for the sale of Notes, the Company shall cause PricewaterhouseCoopers LLP shall, if requested by an Agent that solicited or received the offer to purchase any Notes being delivered on such settlement date, furnish each such Agent with a letter, addressed jointly to the Board of Directors written opinion of the Company and the Agents, substantially in the form attached hereto as Exhibit D; provided, however, that within a reasonable time after the filing with the Commission of each Annual Report on Form 10-K General Counsel or an Associate General Counsel of the Company, dated the Company shall instead furnish each Agent with a letterdate of delivery thereof, addressed jointly in form satisfactory to the Board of Directors of the Company and the Agentssuch Agent, to the effect set forth in clauses (i), (ii), (iii) and (v) of Section 5(g5(d) insofar hereof, but modified, as Section 5(g) relates necessary, to relate to the Prospectus as amended or supplemented at such additional financial information; provided further, settlement date and except that such opinion shall state that the Notes being sold by the Company shall not be required during on such settlement date, when delivered against payment therefor as provided in the Indenture and this Agreement, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject only to the exceptions as to enforcement set forth in clauses (ii) and (iii) of Section 5(d) hereof, and conform to the description thereof contained in the Prospectus as amended or supplemented at such settlement date. (f) The Company agrees that any period in which it obligation of a person who has instructed each Agent to cease or each Agent has ceased soliciting offers agreed to purchase Securities Notes to furnish each Agent with either letter referred to above in this paragraph; provided that the obligation make payment for and take delivery of each Agent to begin thereafter to solicit offers to purchase Securities such Notes shall be subject to the delivery of (i) such letter substantially in the form of Exhibit D with respect accuracy, on the related settlement date fixed pursuant to the period commencing with the beginning Procedures, of the first fiscal quarter following Company's representations and warranties deemed to be made to the date Agents pursuant to Section 2 and the last sentence of the most recent Annual Report on Form 10-K subsection (a) of the Company and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would but for this proviso be required to furnish such a letter and Section 6; (ii) such letter to the effect set forth in Section 5(g) with respect to the most recent Annual Report on Form 10-K of the Company. (e) The Company agrees to offer to any person who shall have agreed to purchase Securities (including any Agent that has agreed to purchase Securities pursuant to Section 11 hereof) the right not to purchase such Securities ifsatisfaction, on the such settlement date for such purchasedate, of each of the conditions set forth in Sections 5(a), (b), (c) and (ch), it being understood that under no circumstance shall any Agent have any duty or obligation to exercise the judgment permitted under Section 5(b) or (c) on behalf of any such person; (iii) the absence of themany change or development involving a prospective change, shall not be satisfiedcontemplated by the Prospectus, in or affecting particularly the business or properties of the Company which materially impairs the investment quality of the Notes; and (iv) no downgrading in the rating of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act).

Additional Covenants of the Company. The Company covenants and agrees that: (a) Each acceptance by the Company it of an offer to for the purchase of Securities shall be deemed to be an affirmation to the Agent which procured the offer that the representations and warranties of the Company contained in this Agreement and in any certificate theretofore given to the Agents pursuant hereto are true and correct in all material respects at the time of such acceptance and a covenant acceptance, and an affirmation undertaking that such representations and warranties will be true and correct at the Time of Sale of such Securities and at the time of for delivery to the purchaser Purchasing Agent of the Securities relating to such acceptance as though made at and as of each such time, time (and it being is understood that such representations and warranties shall relate to the each Registration Statement, the Time of Sale Information Statement and the Prospectus as amended or supplemented at to each such time). (b) Promptly after the filing with the Commission of each amendment of or supplement to the Each time that (i) any Registration Statement or the Prospectus under the Act shall be amended or supplemented (other than any by a pricing supplement or an amendment or supplement which relates only to providing solely for a change in the offering and sale interest rates or maturities of securities other than the Securities (or which serves only to set forth, other securities programs covered by any Registration Statement) or reflect a change in, the terms of any Securities or in the principal amount of Securities (or other securities covered by any Registration Statement) remaining to be sold sold, a change in payment dates or any similar informationchanges), and each filing by (ii) the Company files with the Commission of any its Annual Report on Form 10-K or its Quarterly Report on Form 10-Q or Annual pursuant to the Exchange Act, (iii) the Company files with the Commission a Current Report on Form 108-K (except in all cases by filing a report on Form 8-K, pursuant to the Exchange Act, solely to add exhibits to documents previously filed) or (iv) the Company accepts a Terms Agreement requiring such delivery (and, in the case of (iv), upon request by any Agent prior to the offering of the Company incorporated Securities covered by reference into the Prospectussuch Terms Agreement), the Company shall, at within fifteen days of such amendment, supplement or filing (or such other time as specified in the request of an Agentapplicable Terms Agreement), furnish such Agent the Agents with a certificate of the Chief Executive Officer, any Vice-Chairman, any Executive Vice President, the Governor or Chief Financial Officer, the Chief Operating Officer, the Corporate Treasurer or any other Executive Officer of the Company, Company dated as of the date of delivery of such certificate and in form satisfactory to the Agents to the effect that the statements contained in the certificate referred to in Section 5(g) hereof which was last furnished to the Agents are true and correct at the time of such amendment, supplement or filing, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to such Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same effect tenor as the certificate referred to in said Section 5(f), 5(g) modified as necessary to relate to such Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; provided, however, that the Agents shall have no obligation to solicit offers to purchase the Securities until such certificate has been furnished to the Agents; and provided, further, that, except if the Agents shall then hold any Securities acquired from the Company or from the Purchasing Agent as principal (other than such Securities as shall have been held for a period of six months or more), no certificate need be given during any period in which the Agents have been instructed to or have suspended the solicitation and receipt of offers to purchase Securities but shall be required to be given before the Agents shall again be obligated to solicit offers to purchase the Securities. (c) Each time that (i) any Registration Statement or the Prospectus shall be amended or supplemented (other than by a pricing supplement or an amendment or supplement providing solely for a change in the interest rates or maturities of the Securities (or other securities programs covered by any Registration Statement) or a change in the principal amount of Securities (or other securities programs covered by any Registration Statement) remaining to be sold, a change in payment dates or similar changes), (ii) the Company files with the Commission its Annual Report on Form 10-K or its Quarterly Report on Form 10-Q pursuant to the Exchange Act, (iii) the Company files with the Commission a Current Report on Form 8-K (except in all cases by filing a report on Form 8-K, pursuant to the Exchange Act, solely to add exhibits to documents previously filed) or (iv) the Company accepts a Terms Agreement requiring such delivery (and, in the case of (iv), upon request by any Agent prior to the offering of the Securities covered by such Terms Agreement), the Company shall, within fifteen days of such amendment, supplement or filing (or such other time as specified in the applicable Terms Agreement), furnish the Agents and their counsel with a written opinion of the General Counsel of the Company, addressed to the Agents and dated the date of delivery of such opinion, in form satisfactory to the Agents, of the same tenor as the opinion referred to in Section 5(e) hereof, but modified, as necessary, to relate to such Registration Statement and the Prospectus as amended or supplemented to the date time of delivery of such certificateopinion; provided, however, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such certificate; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of such certificate dated the latest date on which the Company would but for this proviso have been required to furnish such certificate. (c) Promptly after the filing with the Commission of each Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company, the Company shall, at the request of an Agent, furnish such Agent with a written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Company, or such other counsel as is acceptable to each Agent, including in-house counsel, dated the date on which such Form 10-Q or Form 10-K was filed with the Commission, to the effect set forth in Section 5(d) hereof, and a letter, to the effect set forth in Section 5(e), but each modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented at such date; provided, however, that, in lieu of such opinion, such counsel may furnish each Agent the Agents with a letter to the effect that such Agent the Agents may rely on a such prior opinion delivered under Section 5(d) or this Section 6(c), or letter delivered under Section 5(e), to the same extent as if though it were was dated the date of such letter and the authorizing reliance (except that statements therein related in such prior opinion shall be deemed to the relate to such Registration Statement and the Prospectus as amended or supplemented at to the time of delivery of such dateletter authorizing reliance); provided further provided, further, that the Agents shall have no obligation to solicit offers to purchase the Securities until such opinion letter, as applicable, has been furnished to the Agents; and provided, further, that, except if the Agents shall then hold any Securities acquired from the Company or from the Purchasing Agent as principal (other than such Securities as each Agent shall not have held for a period of six months or more), no opinion or letter need be required given during any period in which it has the Agents have been instructed each Agent to cease or each Agent has ceased soliciting have suspended the solicitation and receipt of offers to purchase Securities but shall be required to furnish each Agent with such opinion or letter; provided that be given before the obligation of each Agent to begin thereafter Agents shall again be obligated to solicit offers to purchase Securities shall be subject to the delivery of such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the AgentSecurities. (d) Within a reasonable Each time after each date on which the that (i) any Registration Statement or the Prospectus shall be amended or supplemented (other than a pricing supplement or an amendment or supplement providing solely for a change in the interest rates or maturities of the Securities (or other securities programs covered by any Registration Statement) or a change in the principal amount of Securities (or other securities programs covered by any Registration Statement) remaining to include additional financial information be sold, a change in payment dates or similar changes) and any document that contains additional financial informationAgent requests such delivery, such as a (ii) the Company files with the Commission its Annual Report on Form 10-K or its Quarterly Report on Form 10-QQ pursuant to the Exchange Act, shall be incorporated (iii) the Company files with the Commission a Current Report on Form 8-K pursuant to the Exchange Act (except in all cases by reference into filing a report on Form 8-K, pursuant to the ProspectusExchange Act, solely to add exhibits to documents previously filed) and any Agent requests such delivery or (iv) the Company accepts a Terms Agreement requiring such delivery and any Agent requests such delivery (which request, in the case of (iv), has been made prior to the offering of the Securities covered by such Terms Agreement), the Company shall cause PricewaterhouseCoopers LLP Milbank, Tweed, Hadley & McCloy LLP, counsel to the Company, within fifteen days of suxx xxxndmxxx, xupplement or filing (or such other time specified in the applicable Terms Agreement), to furnish each the Agents and their counsel with its written opinion addressed to the Agents and dated the date of delivery of such opinion, in form satisfactory to the Agents, of the same tenor as the opinion referred to in Section 5(f) hereof, but modified, as necessary, to relate to such Registration Statement or Prospectus as amended or supplemented to the time of delivery of such opinion; provided, however, that in lieu of such opinion, such counsel may furnish the Agents with a letter to the effect that the Agents may rely on such prior opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that the statements in such prior opinion shall be deemed to relate to such Registration Statement or Prospectus as amended or supplemented to the time of delivery of such letter reauthorizing reliance); provided, further, that the Agents shall have no obligation to solicit offers to purchase the Securities until such opinion letter, as applicable, has been furnished to the Agents; and provided, further, that, except if the Agents shall then hold any Securities acquired from the Company or from the Purchasing Agent as principal (other than such Securities as shall have been held for a period of six months or more), no opinion or letter need be given during any period in which the Agents have been instructed to or have suspended the solicitation and receipt of offers to purchase Securities but shall be required to be given before the Agents shall again be obligated to solicit offers to purchase the Securities. (e) Each time that (i) any Registration Statement or the Prospectus shall be amended or supplemented (other than a pricing supplement or an amendment or supplement providing solely for a change in the interest rates or maturities of the Securities (or other securities programs covered by any Registration Statement) or a change in the principal amount of Securities (or other securities programs covered by any Registration Statement) remaining to be sold, a change in payment dates or similar changes) and any Agent requests such delivery, (ii) the Company files with the Commission its Annual Report on Form 10-K or its Quarterly Report on Form 10-Q pursuant to the Exchange Act, (iii) the Company files with the Commission a Current Report on Form 8-K pursuant to the Exchange Act (except in all cases by filing a report on Form 8-K, pursuant to the Exchange Act, solely to add exhibits to documents previously filed) and any Agent requests such delivery or (iv) the Company accepts a Terms Agreement requiring such delivery and any Agent requests such delivery (which request, in the case of (iv), has been made prior to the offering of the Securities covered by such Terms Agreement), the Company shall cause Deloitte & Touche LLP (or successor independent registered public accounting firm with respect to the Company within the meaning of the Act and the Rules and Regulations), within fifteen days of such amendment, supplement or filing (or such other time specified in the applicable Terms Agreement), to furnish the Agents a letter, addressed jointly to the Board of Directors of the Company and the Agents and dated the date of delivery of such letter, in form and substance reasonably satisfactory to the Agents, substantially of the same tenor as the letter referred to in Section 5(h) hereof but modified to relate to such Registration Statement or Prospectus, as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the form attached hereto as Exhibit Dfinancial statements and other information derived from the accounting records of the Company; provided, however, that within a reasonable time after the filing with Agents shall have no obligation to solicit offers to purchase the Commission of each Annual Report on Form 10-K of the Company, the Company shall instead furnish each Agent with a letter, addressed jointly Securities until such letter has been furnished to the Board of Directors of the Company Agents; and the Agentsprovided, to the effect set forth in Section 5(g) insofar as Section 5(g) relates to such additional financial information; provided further, that except if the Agents shall then hold any Securities acquired from the Company or from the Purchasing Agent as principal (other than such Securities as shall not have been held for a period of six months or more), no letter need be required given during any period in which it has the Agents have been instructed each Agent to cease or each Agent has ceased soliciting have suspended the solicitation and receipt of offers to purchase Securities but shall be required to furnish each Agent with either letter referred to above in this paragraph; provided that be given before the obligation of each Agent to begin thereafter Agents shall again be obligated to solicit offers to purchase Securities shall be subject the Securities. If any Registration Statement or the Prospectus is amended or supplemented solely to the delivery of (i) such letter substantially in the form of Exhibit D include financial information with respect to the period commencing Company as of and for a fiscal quarter, Deloitte & Touche LLP (or successor independent registered public accounting firm with respect to the beginning Company within the meaning of the first fiscal quarter following Act and the date Rules and Regulations) may limit the scope of the most recent Annual Report on Form 10-K of the Company and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would but for this proviso be required to furnish such a letter and (ii) such letter to the effect set forth unaudited financial statements included in Section 5(g) such amendment or supplement unless there is contained therein any other accounting, financial or statistical information with respect to the most recent Annual Report on Form 10-K Company that, in the reasonable judgment of the CompanyAgents, should be covered by such letter, in which event such letter shall also cover such other information. (ef) The Company agrees On request from time to offer to time by any person who shall have agreed to purchase Securities (including any Agent that has agreed to purchase Securities pursuant to Section 11 hereof) the right not to purchase such Securities if, on the settlement date for such purchaseAgent, the conditions set forth in Sections 5(a), (b), Company will advise the Agents of the amount of Securities sold and (c), or any of them, shall not be satisfiedthe amount remaining registered under the Securities Act and authorized for issuance and sale hereunder.

Additional Covenants of the Company. The Company further covenants and agrees thatwith the Agents, the Forward Sellers and the Forward Purchasers as follows: (a) Each acceptance of a Placement Notice by the Company and each execution and delivery by the Company of an offer to purchase Securities a Terms Agreement shall be deemed to be (i) an affirmation that the representations representations, warranties and warranties agreements of the Company herein contained and contained in this Agreement any certificate delivered to the Agents, the Forward Sellers and the Forward Purchasers pursuant hereto are true and correct in all material respects at such Time of Acceptance or the time date of such acceptance Terms Agreement, as the case may be, and a covenant and (ii) an affirmation undertaking that such representations representations, warranties and warranties agreements will be true and correct at the on any applicable Time of Sale of such Securities and at the time of delivery to the purchaser of the Securities relating to such acceptance Settlement Date, as though made at and as of each such time, time (it being understood that such representations representations, warranties and warranties agreements shall relate to the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus as amended and supplemented to the time of such Placement Notice or Terms Agreement, at or before the Time of Sale Information and as the Prospectus as amended or supplemented at such timecase may be). (b) Promptly after Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (except by the filing with the Commission of each amendment of or supplement to the Registration Statement or the Prospectus under the Act any Incorporated Document (other than any amendment or supplement which relates only to the offering and sale of securities other than the Securities or which serves only to set forthan Annual Report on Form 10-K, or reflect a change in, the terms of any Securities or the principal amount of Securities remaining to be sold or any similar information), and each filing by the Company with the Commission of any Quarterly Report on Form 10-Q or Annual Current Report on Form 108-K that is required pursuant to Section 4(u)), any prospectus supplement filed pursuant to Section 4(b) hereof or an amendment or supplement relating solely to the issuance or offering of securities other than the Shares) or, unless a Placement Notice is then in effect and has not been suspended or the Settlement Date for any Shares previously sold has not yet occurred, at such later date selected by the Company incorporated by reference following such amendment or supplement (but, in any event, no later than the first date and time following such amendment or supplement on which the Company accepts a Placement Notice or enters into a Terms Agreement), (ii) there is a Settlement Date pursuant to a Terms Agreement, or (iii) otherwise as the ProspectusAgents, the Forward Sellers and the Forward Purchasers shall reasonably request, provided that the Agents, the Forward Sellers and the Forward Purchasers shall not make such a request during periods that the Company is not and will not be selling any Shares (each date referred to in clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Company shall, at unless the request of an AgentAgents, the Forward Sellers and the Forward Purchasers agree otherwise, furnish such Agent with or cause to be furnished to the Agents, the Forward Sellers and the Forward Purchasers a certificate certificate, dated and delivered as of the Chief Executive Officerapplicable Bring-Down Delivery Date, any Vice-Chairman, any Executive Vice President, the Chief Financial Officer, the Chief Operating Officer, the Corporate Treasurer or any other Executive Officer of the Company, dated the date of such amendment, supplement or filing, to the same effect tenor as the certificate referred to in Section 5(f)5(a)(i) hereof, modified as necessary to relate to the Registration Statement and Statement, the Prospectus or any Permitted Free Writing Prospectus as amended or and supplemented to the date time of delivery of such certificate; provided, howeveror, in lieu of such certificate, a certificate to the effect that the Company shall not be required during any period statements contained in which it has instructed each Agent the certificate referred to cease or each Agent has ceased soliciting offers in Section 5(a)(i) hereof furnished to purchase Securities to furnish each Agent with the Agents, the Forward Sellers and the Forward Purchasers are true and correct as of such certificate; provided Bring-Down Delivery Date as though made at and as of such date (except that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities such statements shall be subject deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate dated the latest date on which the Company would but for this proviso have been required to furnish such certificate). (c) Promptly after the filing with the Commission of each Quarterly Report on Form 10Each Bring-Q or Annual Report on Form 10-K of the CompanyDown Delivery Date, the Company shall, at unless the request of an AgentAgents, the Forward Sellers and the Forward Purchasers agree otherwise, furnish such Agent with a written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLPor cause to be furnished to the Agents, counsel for the Company, or such other counsel as is acceptable to each Agent, including in-house counselForward Sellers and the Forward Purchasers an opinion, dated and delivered as of the date on which such Form 10applicable Bring-Q or Form 10-K was filed with Down Delivery Date, of the Commission, same tenor as the opinion referred to the effect set forth in Section 5(d5(a)(v) hereof, and a letter, to the effect set forth in Section 5(e), but each modified as necessary to relate to the Registration Statement and Statement, the Prospectus or any Permitted Free Writing Prospectus as amended or and supplemented at to the time of delivery of such date; providedopinion, however, thator, in lieu of such opinion, such counsel may furnish each Agent with a letter substantially to the effect that such Agent the Agents, the Forward Sellers and the Forward Purchasers may rely on a prior the opinion delivered under referred to in Section 5(d) or this Section 6(c5(a)(v), or letter delivered under Section 5(e)furnished to the Agents, the Forward Sellers and the Forward Purchasers, to the same extent as if it though they were dated the date of such letter and the opinion (except that such statements therein related in such last opinion shall be deemed to relate to the Registration Statement and Statement, the Prospectus or any Permitted Free Writing Prospectus as amended or and supplemented at such date; provided further that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such opinion or letter; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the time of delivery of such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the Agentopinion). (d) Within Each Bring-Down Delivery Date, the Company shall, unless the Agents, the Forward Sellers and the Forward Purchasers agree otherwise, cause to be furnished to the Agents, the Forward Sellers and the Forward Purchasers, as applicable, (i) the written opinions and negative assurance letter of Gxxxxxx Procter LLP, counsel to the Company, and (ii) the written opinion of Gxxxxxx Procter LLP, tax counsel to the Company, each dated and delivered as of the applicable Bring-Down Delivery Date, of the same tenor as the opinions and letter referred to in Section 5(a)(ii) and Section 5(a)(iii) hereof, respectively, but modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such opinions and letter, or, in lieu of such opinions and letter, such counsel shall furnish the Agents, the Forward Sellers and the Forward Purchasers with letters substantially to the effect that the Agents, the Forward Sellers and the Forward Purchasers may rely on the opinions and letter referred to in Sections 5(a)(ii) and 5(a)(iii), furnished to the Agents, the Forward Sellers and the Forward Purchasers, to the same extent as though they were dated the date of such letters authorizing reliance (except that statements in such last opinions shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such letters authorizing reliance). (e) Each Bring-Down Delivery Date, the Company shall, unless the Agents, the Forward Sellers and the Forward Purchasers agree otherwise, cause KPMG LLP (or any successor audit firm) to furnish to the Agents, the Forward Sellers and the Forward Purchasers a reasonable time after each “comfort” letter, dated and delivered as of the applicable Bring-Down Delivery Date, of the same tenor as the letter referred to in Section 5(a)(iv) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date on which of such letter. (f) Each Bring-Down Delivery Date, to the extent required pursuant to Section 4(u) above, the Company shall, unless the Agents, the Forward Sellers and the Forward Purchasers agree otherwise, cause to be furnished to the Agents, the Forward Sellers and the Forward Purchasers a certificate of the chief financial officer of the Company of the same tenor as the certificate referred to in Section 4(u). (g) (i) No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission at the time the Company accepts a Placement Notice; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of the Agents, the Forward Sellers and the Forward Purchasers and no suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, will have occurred and be amended or supplemented to include additional financial information in effect at the time the Company accepts a Placement Notice; and (ii) the Registration Statement, the Prospectus or any document that contains additional financial informationPermitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, such in the light of the circumstances under which they were made, not misleading at the time the Company accepts a Placement Notice. (h) The Company shall reasonably cooperate with any reasonable due diligence review requested by the Agents, the Forward Sellers and the Forward Purchasers or their counsel from time to time in connection with the transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Placement and any Time of Sale or Time of Delivery, making available appropriate corporate officers of the Company and, upon reasonable request, representatives of KPMG LLP (or any successor audit firm) for an update on diligence matters with representatives of the Agents, the Forward Sellers and the Forward Purchasers and (ii) at each Bring-Down Delivery Date or otherwise as a the Agents, the Forward Sellers and the Forward Purchasers may reasonably request, providing information and making available documents and appropriate corporate officers of the Company and representatives of KPMG LLP (or any successor audit firm) for one or more due diligence sessions with representatives of the Agents, the Forward Sellers and the Forward Purchasers and their counsel. (i) To the extent required under applicable law, the Company shall disclose, in its Quarterly Report Reports on Form 10-Q, shall be incorporated by reference into the Prospectus, the Company shall cause PricewaterhouseCoopers LLP to furnish each Agent with a letter, addressed jointly to the Board of Directors of the Company and the Agents, substantially in the form attached hereto as Exhibit D; provided, however, that within a reasonable time after the filing with the Commission of each its Annual Report on Form 10-K and/or, at the Company’s option, in prospectus supplements to be filed by the Company from time to time, the number of the Shares and Forward Settlement Shares sold under this Agreement, any Forward Contract and any Terms Agreement, the net proceeds to the Company from the sale of the Shares and Forward Settlement Shares and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the relevant quarter or such shorter period determined by the Company, as the Company case may be. All opinions, letters and other documents referred to in Sections 6(b) through (e) above shall instead furnish each Agent with a letter, addressed jointly be reasonably satisfactory in form and substance to the Board of Directors of the Company and the Agents, to the effect set forth in Section 5(g) insofar as Section 5(g) relates to such additional financial information; provided furtherForward Sellers and the Forward Purchasers. The Agents, that the Forward Sellers and the Forward Purchasers will provide the Company shall not with such notice (which may be required during any period oral, and in which it has instructed each Agent to cease such case, will be confirmed via e-mail or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with either facsimile as soon as reasonably practicable thereafter) as is reasonably practicable under the circumstances when requesting an opinion, letter or other document referred to above in this paragraph; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of Sections (ib) such letter substantially in the form of Exhibit D with respect to the period commencing with the beginning of the first fiscal quarter following the date of the most recent Annual Report on Form 10-K of the Company and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would but for this proviso be required to furnish such a letter and (ii) such letter to the effect set forth in Section 5(g) with respect to the most recent Annual Report on Form 10-K of the Company. through (e) The Company agrees to offer to any person who shall have agreed to purchase Securities (including any Agent that has agreed to purchase Securities pursuant to Section 11 hereof) the right not to purchase such Securities if, on the settlement date for such purchase, the conditions set forth in Sections 5(a), (b), and (c), or any of them, shall not be satisfiedabove.

Additional Covenants of the Company. The Company agrees Issuers covenant and agree that: (a) Each acceptance Trade Date and each Time of Delivery by the Company of an offer to purchase Securities a purchaser shall be deemed to be an affirmation that of the representations and warranties of the Company to the Agents participating in such sale contained in this Agreement are true and correct in all material respects at the time of such acceptance and a covenant and an affirmation that (such representations and warranties will be true and correct at the Time of Sale of such Securities and at the time of delivery being deemed to the purchaser of the Securities relating to such acceptance as though made at and as of such time, it being understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Information Prospectus and the Prospectus any then applicable Permitted Free Writing Prospectus, if any, as amended or supplemented at each such time). (b) Promptly after The Issuers agree that, during each Marketing Period, each time (i) the filing with Registration Statement, the Commission of each Prospectus or any applicable Permitted Free Writing Prospectus, if any, shall be amended or supplemented (other than by (A) a Pricing Supplement, (B) except as set forth in (ii) and (iv) below, an amendment of or supplement to the Registration Statement Prospectus by the filing of an incorporated document or the Prospectus under the Act (other than any C) an amendment or supplement which relates only exclusively to the an offering and sale of securities other than the Securities or which serves only to set forth, or reflect a change in, the terms of any Securities or the principal amount of Securities remaining to be sold or any similar informationSecurities), and each filing by the Company , (ii) there is filed with the Commission of any Quarterly Report on Form 10-Q or an Annual Report on Form 10-K of the Company that is incorporated by reference into the Prospectus, (iii) the Company sells Securities to an Agent as principal and the applicable Purchase Agreement specifies the delivery of an Officers’ Certificate under this Section 6(b) as a condition to the purchase of Securities pursuant to such Purchase Agreement or (iv) the Agents reasonably request following the filing of an incorporated document (other than as specified in (ii) above), the Company Issuers shall, at the request promptly following such amendment or supplement, filing of an AgentAnnual Report on Form 10-K or request or concurrently with any applicable Trade Date or the Time of Delivery relating to such sale, furnish such Agent with to the Agents a certificate certificate, as of the Chief Executive Officer, any Vice-Chairman, any Executive Vice President, the Chief Financial Officer, the Chief Operating Officer, the Corporate Treasurer or any other Executive Officer of the Company, dated the date of such amendment, supplement or Time of Delivery relating to such sale or filing, representing that the statements contained in the certificate referred to in Section 5(e) which was last furnished to the Agents are true and correct at the time of such amendment, supplement or filing, as the case may be, as though made as of the applicable Trade Date and Time of Delivery (except that such statements shall be deemed to relate to the Registration Statement and each Prospectus, as amended and supplemented to such time, including any applicable Permitted Free Writing Prospectus, if any), or, in lieu of such certificate, a certificate of the same effect tenor as the certificate referred to in Section 5(f5(e), modified as necessary to relate to the Registration Statement Statement, and the Prospectus as amended and supplemented to the time of delivery of such certificate, including any applicable Permitted Free Writing Prospectus, if any. If such amendment, supplement or filing was not filed during a Marketing Period, then, as of the first day of the next succeeding Marketing Period, the Issuers shall submit to the Agents the certificate described above. (c) The Issuers agree that, during each Marketing Period, each time (i) the Registration Statement, any Prospectus or any applicable Permitted Free Writing Prospectus, if any, shall be amended or supplemented (other than by (A) a Pricing Supplement, (B) except as set forth in (ii) and (iv) below, an amendment or supplement to the Prospectus by the filing of an incorporated document or (C) an amendment or supplement which relates solely to an offering of securities other than the Securities), (ii) there is filed with the Commission an Annual Report on Form 10-K that is incorporated by reference into the Prospectus, (iii) the Issuers sell Securities to an Agent as principal and the applicable Purchase Agreement specifies the delivery of a legal opinion under this Section 6(c) as a condition to the purchase of Securities pursuant to such Purchase Agreement or (iv) the Agents reasonably request following the filing of an incorporated document (other than as specified in (ii) above), the Issuers shall, promptly following such amendment or supplement, filing by an Annual Report on Form 10-K or request or concurrently with any applicable Trade Date or the Time of Delivery relating to such sale, furnish to the Agents and their counsel (A) in the case of (i) through (iv) above (other than a request relating to the filing by the Issuers of a Quarterly Report on Form 10-Q) the written opinions of an officer of the Company who is an attorney and Holme Rxxxxxx & Oxxx llp, special counsel to the Issuers (or other outside counsel of the Issuers acceptable to the Agents), each addressed to the Agents and dated the date of delivery of such opinion, in form satisfactory to the Agents, of the same effect as the opinions referred to in Sections 5(b) and 5(c), but modified, as necessary, to relate to the Registration Statement, and each Prospectus as amended or supplemented to the date time of delivery of such certificateopinion, including any applicable Permitted Free Writing Prospectus, if any; provided, however, that in rendering their opinion as aforesaid, Holme Rxxxxxx & Oxxx llp may rely on an opinion, dated as of the Company shall not be required during date of delivery of the Holme Rxxxxxx & Oxxx llp opinion, of its affiliates as to the laws of any period jurisdiction other than the United States of America, the State of Colorado and the Delaware General Corporation Law and provided further, however, that in which it has instructed lieu of such opinion, each Agent such counsel may furnish the Agents with a letter to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such certificate; provided the effect that the obligation Agents may rely on such prior opinion to the same extent as though it was dated the date of each Agent to begin thereafter to solicit offers to purchase Securities such letter authorizing reliance (except that statements in such prior opinion shall be subject deemed to relate to the Registration Statement and each Prospectus as amended or supplemented to the time of delivery of such certificate dated letter authorizing reliance) and (B) in the latest date on which case of a request by the Company would but for this proviso have been required Agents relating to furnish such certificate. (c) Promptly after the filing with by the Commission Issuers of each a Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the CompanyQ, the Company shall, at the request of an Agent, furnish such Agent with a written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLPan officer of the Company who is an attorney, counsel for addressed to the Company, or such other counsel as is acceptable to each Agent, including in-house counsel, Agents and dated the date on which of delivery of such Form 10-Q or Form 10-K was filed with opinion, in form satisfactory to the CommissionAgents, to the effect set forth in the penultimate paragraph of Section 5(d) hereof5(c). If such amendment, supplement or filing was not filed during a Marketing Period, then on the first day of the next succeeding Marketing Period, the Issuers shall furnish to the Agents and their counsel the written opinions of an officer of the Company who is an attorney, and a letterHolme Rxxxxxx & Oxxx llp, special counsel to the effect set forth in Section 5(e)Issuers, but each modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented at such date; provided, however, that, in lieu of such opinion, such counsel may furnish each Agent with a letter to the effect that such Agent may rely on a prior opinion delivered under Section 5(d) or this Section 6(c), or letter delivered under Section 5(e), to the same extent as if it were dated the date of such letter and the statements therein related to the Registration Statement and the Prospectus as amended or supplemented at such date; provided further that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such opinion or letter; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the Agentdescribed above. (d) Within a reasonable time after The Issuers agree that, during each date on which Marketing Period, each time (i) the Registration Statement Statement, any Prospectus or the Prospectus any applicable Permitted Free Writing Prospectus, if any, shall be amended or supplemented to include additional financial information (other than by (A) except as set forth in (ii) and (iv) below, an amendment to the Registration Statement or an amendment or supplement to the Prospectus by the filing of an incorporated document or any document that contains additional amendment or supplement which sets forth financial information, such as a information previously incorporated by reference into the Registration Statement or Prospectus and (B) an amendment or supplement which relates solely to an offering of securities other than the Securities), (ii) there is filed with the Commission an Annual Report on Form 10-K or Quarterly Report on Form 10-Q, shall be incorporated by reference into (iii) the Prospectus, the Company shall cause PricewaterhouseCoopers LLP Issuers sell Securities to furnish each an Agent with a letter, addressed jointly to the Board of Directors of the Company as principal and the Agents, substantially in the form attached hereto as Exhibit D; provided, however, that within a reasonable time after the filing with the Commission of each Annual Report on Form 10-K of the Company, the Company shall instead furnish each Agent with a letter, addressed jointly to the Board of Directors of the Company and the Agents, to the effect set forth in Section 5(g) insofar as Section 5(g) relates to such additional financial information; provided further, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with either letter referred to above in this paragraph; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to applicable Purchase Agreement specifies the delivery of (ia letter under this Section 6(d) such letter substantially in the form of Exhibit D with respect as a condition to the period commencing with the beginning purchase of the first fiscal quarter following the date of the most recent Annual Report on Form 10-K of the Company and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would but for this proviso be required to furnish such a letter and (ii) such letter to the effect set forth in Section 5(g) with respect to the most recent Annual Report on Form 10-K of the Company. (e) The Company agrees to offer to any person who shall have agreed to purchase Securities (including any Agent that has agreed to purchase Securities pursuant to Section 11 hereof) the right not to purchase such Securities if, on the settlement date for such purchase, the conditions set forth in Sections 5(a), (b), and (c), or any of them, shall not be satisfied.Purchase Agreement or

Additional Covenants of the Company. The Company covenants ----------------------------------- and agrees that: (a) Each acceptance by the Company it of an offer for the purchase of Securities, and each sale of Securities to purchase Securities you pursuant to a Terms Agreement, shall be deemed to be an affirmation that the representations and warranties of the Company contained in this Agreement and in any certificate theretofore delivered to you pursuant hereto are true and correct in all material respects at the time of such acceptance and a covenant or sale, as the case may be, and an affirmation undertaking that such representations and warranties will be true and correct at the Time of Sale of such Securities and at the time of delivery to the purchaser or his agent, or you, of the Securities or Securities relating to such acceptance or sale, as the case may be, as though made at and as of each such time, time (and it being is understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Information Statement and the Prospectus as amended or and supplemented at to each such time). (b) Promptly after the filing with the Commission of each amendment of or supplement to Each time that the Registration Statement or the Prospectus under the Act shall be amended or supplemented (other than any by an amendment or supplement which relates only to the providing solely for an offering and sale of securities other than the Securities or which serves only to set forth, or reflect a change in, in the terms interest rates of any the Securities or a change in the principal amount of Securities remaining to be sold or any similar information), and each filing by the Company changes) or there is filed with the Commission of any Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company document incorporated by reference into the ProspectusProspectus or, if so indicated in the applicable Terms Agreement, the Company shallsells Securities to you pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to you forthwith a certificate in form satisfactory to you to the effect that the statements contained in the certificate referred to in Section 5(e) hereof which was last furnished to you are true and correct at the request time of an Agentsuch amendment or supplement or filing or sale, furnish as the case may be, as though made at and as of such Agent with time (except that such statements shall be deemed to relate to the Registration Statement and Prospectus as amended and supplemented to such time), or, in lieu of such certificate, a certificate of the Chief Executive Officer, any Vice-Chairman, any Executive Vice President, the Chief Financial Officer, the Chief Operating Officer, the Corporate Treasurer or any other Executive Officer of the Company, dated the date of such amendment, supplement or filing, to the same effect tenor as the certificate referred to in said Section 5(f5(e), modified as necessary to relate to the Registration Statement and the Prospectus as amended or and supplemented to the date time of such certificate; provided, however, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such certificate; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of such certificate dated the latest date on which the Company would but for this proviso have been required to furnish such certificate. (c) Promptly after Each time that the filing Registration Statement or the Prospectus shall be amended or supplemented or there is filed with the Commission of each Quarterly Report on Form 10-Q any document incorporated by reference in the Prospectus (but only upon reasonable request from you with respect to an amendment or Annual Report on Form 10-K supplement (i) that does not relate to the Securities, (ii) providing solely for a change in the interest rates of the CompanySecurities or a change in the principal amount of Securities remaining to be sold or similar changes or (iii) setting forth or incorporating by reference financial statements or other information as of and for a fiscal quarter) or, if so indicated in the applicable Terms Agreement, the Company shallsells securities to you pursuant to a Terms Agreement, at the request of an Agent, Company shall furnish such Agent with or cause to be furnished forthwith to you and your counsel a written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLPX. Xxxxxxxx, counsel for Esq., Executive Vice President, Secretary and General Counsel to the Company, or such other counsel as is acceptable satisfactory to each Agent, including in-house counselyou, dated the date on which of delivery of such Form 10-Q or Form 10-K was filed with opinion, in form satisfactory to you, of the Commission, same tenor as the opinion referred to the effect set forth in Section 5(d) hereofhereof but modified, and a letteras necessary, to the effect set forth in Section 5(e), but each modified as necessary to relate to the Registration Statement and the Prospectus as amended or and supplemented at to the time of delivery of such date; provided, however, thatopinion or, in lieu of such opinion, counsel last furnishing such counsel may opinion to you shall furnish each Agent you with a letter to the effect that such Agent you may rely on a prior such last opinion delivered under Section 5(d) or this Section 6(c), or letter delivered under Section 5(e), to the same extent as if though it were was dated the date of such letter and the authorizing reliance (except that statements therein related in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or and supplemented at such date; provided further that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such opinion or letter; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the time of delivery of such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the Agentauthorizing reliance). (d) Within a reasonable Each time after each date on which that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information (other than information consisting of quotations of historical exchange rates) or there is filed with the Commission any document that contains additional financial information, such as a Quarterly Report on Form 10-Q, shall be incorporated by reference into the ProspectusProspectus which contains additional financial information (other than information consisting of quotations of historical exchange rates) or, if so indicated in the applicable Terms Agreement, the Company sells Securities to you pursuant to a Terms Agreement, the Company shall cause PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP forthwith to furnish each Agent with you a letter, addressed jointly dated the date of filing of such amendment, supplement or document with the Commission, or the date of such sale, as the case may be, in form satisfactory to you, of the same tenor as the letter referred to in Section 5(f) hereof with such changes as may be necessary to reflect the amended and supplemented financial information included or incorporated by reference in the Registration Statement and the Prospectus, as amended or supplemented to the Board date of Directors of the Company and the Agents, substantially in the form attached hereto as Exhibit Dsuch letter; provided, however,that if the Registration -------- ------- Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, that within a reasonable time after Xxxxxx Xxxxxxxx LLP may limit the filing with the Commission scope of each Annual Report on Form 10-K of the Company, the Company shall instead furnish each Agent with a letter, addressed jointly to the Board of Directors of the Company and the Agents, to the effect set forth in Section 5(g) insofar as Section 5(g) relates to such additional financial information; provided further, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with either letter referred to above in this paragraph; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of (i) such letter substantially in the form of Exhibit D with respect to the period commencing with the beginning of the first fiscal quarter following the date of the most recent Annual Report on Form 10-K of the Company and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would but for this proviso be required to furnish such a letter and (ii) such letter to the effect set forth unaudited financial statements included in Section 5(g) with respect to the most recent Annual Report on Form 10-K such amendment or supplement unless any other information included therein of the Companyan accounting, financial or statistical nature is of such a nature that, in your reasonable judgment, such letter should cover such other information. (e) The Company agrees to offer to any person who shall have agreed to purchase Securities (including any Agent that has agreed to purchase Securities pursuant to Section 11 hereof) the right not to purchase such Securities if, on the settlement date for such purchase, the conditions set forth in Sections 5(a), (b), and (c), or any of them, shall not be satisfied.

Additional Covenants of the Company. The Company further covenants and agrees thatwith the Agent as follows: (a) Each acceptance Transaction Proposal made by the Company that is accepted by the Agent by means of a Transaction Acceptance and each execution and delivery by the Company of an offer to purchase Securities a Terms Agreement shall be deemed to be (i) an affirmation that the representations representations, warranties and warranties agreements of the Company herein contained and contained in this Agreement any certificate delivered to the Agent pursuant hereto are true and correct in all material respects at such Time of Acceptance or the time date of such acceptance Terms Agreement, as the case may be, and a covenant and (ii) an affirmation undertaking that such representations representations, warranties and warranties agreements will be true and correct at the on any applicable Time of Sale and Settlement Date, as though made at and as of each such time (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of such Securities Transaction Acceptance or Terms Agreement, as the case may be). (b) Each time that (i) the Registration Statement or the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (other than a prospectus supplement relating solely to the offering or resale of securities other than the Shares or the filing with the Commission of any report under the Exchange Act except such reports referred to in Section 6(b)(ii)), (ii) the Company files an Annual Report on Form 10-K or Quarterly Report on Form 10-Q or any other document that contains financial statements or financial information that is incorporated by reference into the Prospectus, or any amendment thereto or (iii) there is a Principal Settlement Date pursuant to a Terms Agreement (each date referred to clauses (i), (ii) and at (iii) above, a “Bring-Down Delivery Date”), the Company shall, unless the Agent agrees otherwise, furnish or cause to be furnished to the Agent certificates, dated as of such Bring-Down Delivery Date and delivered within two Exchange Business Days after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the certificates referred to in Sections 5(a)(i) and 5(a)(iv) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificates and, in the case of the Chief Financial Officer’s certificate, covering such other financial, numerical and statistical data that is not covered by the accountants’ “comfort” letter dated as of such Bring-Down Delivery Date as the Agent may reasonably request, or, in lieu of such certificate, a certificate to the purchaser effect that the statements contained in the certificate referred to in Section 5(a)(i) and, unless the Agent shall have requested that the Chief Financial Officer’s certificate cover different or additional data as aforesaid, 5(a)(iv) hereof furnished to the Agent are true and correct as of the Securities relating to such acceptance Bring-Down Delivery Date as though made at and as of such time, it being understood date (except that such representations and warranties statements shall be deemed to relate to the Registration Statement, the Time of Sale Information and the Prospectus or any Permitted Free Writing Prospectus as amended or and supplemented at to the time of delivery of such time. (b) Promptly after the filing with the Commission of each certificate); provided, however, that an amendment of or supplement to the Registration Statement or the Prospectus under the Act (other than any amendment or supplement which relates only relating to the offering and sale of other securities other than pursuant to the Securities or which serves only to set forth, or reflect Registration Statement will not constitute a change inBring-Down Delivery Date. Notwithstanding the foregoing, the requirement to provide a certificate pursuant to Section 5(a)(i) and 5(a)(iv) under this Section 6(b) shall be automatically waived for any Bring-Down Delivery Date occurring at a time at which no Agency Transactions or Principal Transactions are pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Transaction Proposal or a Principal Settlement Date pursuant to a Terms Agreement hereunder (which shall be deemed a Bring-Down Delivery Date) and the next occurring Bring-Down Delivery Date for which the requirement to provide a certificate pursuant to Section 5(a)(i) and 5(a)(iv) under this Section 6(b) is not waived pursuant to the terms of any Securities hereof. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Bring-Down Delivery Date when the Company relied on such waiver and did not provide the Agent with a certificate pursuant to Section 5(a)(i) and 5(a)(iv) under this Section 6(b), then before the Company delivers the Transaction Proposal or a Principal Settlement Date occurs pursuant to a Terms Agreement or the principal amount of Securities remaining to be sold or Agent sells any similar information)Shares, and each filing by the Company shall provide the Agent with such certificates, dated the Commission of any Quarterly Report on Form 10date such Transaction Proposal is delivered or the Principal Settlement Date, which date shall be deemed a Bring-Q or Annual Report on Form 10Down Delivery Date. (c) On each Bring-K of the Company incorporated by reference into the ProspectusDown Delivery Date for which no waiver is available pursuant to Section 6(b), the Company shall, at unless the request Agent agrees otherwise, cause to be furnished to the Agent within two Exchange Business Days: (i) (A) the written opinion and, if not included in such opinion, negative assurance letter of an AgentXxxxxxx, furnish such Agent with a certificate of the Chief Executive OfficerArps, any Vice-ChairmanSlate, any Executive Vice PresidentXxxxxxx & Xxxx LLP, the Chief Financial Officer, the Chief Operating Officer, the Corporate Treasurer or any other Executive Officer of counsel to the Company, dated and (B) the date written opinion and, if not included in such opinion, negative assurance letter of such amendmentXxxxxxx Xxxxxxx & Xxxxxxxx LLP, supplement or filing, counsel to the Agent, each dated as of the applicable Bring-Down Delivery Date, of the same effect tenor as the certificate opinions and letters referred to in Section 5(f)5(a)(ii) or Section 5(b) hereof, as applicable, but modified as necessary to relate to the Registration Statement and Statement, the Prospectus or any Permitted Free Writing Prospectus as amended or and supplemented to the date time of such certificate; provided, however, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such certificate; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of such certificate dated the latest date on which the Company would but for this proviso have been required to furnish such certificate. (c) Promptly after the filing with the Commission of each Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Companyopinions and letters, the Company shall, at the request of an Agent, furnish such Agent with a written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Company, or such other counsel as is acceptable to each Agent, including in-house counsel, dated the date on which such Form 10-Q or Form 10-K was filed with the Commission, to the effect set forth in Section 5(d) hereof, and a letter, to the effect set forth in Section 5(e), but each modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented at such date; provided, however, thator, in lieu of such opinionopinions and letters, each such counsel may shall furnish each the Agent with a letter substantially to the effect that such the Agent may rely on a prior the opinion delivered under and letter of such counsel referred to in Section 5(d5(a)(ii) or this Section 6(c5(b), or letter delivered under Section 5(e)as applicable, furnished to the Agent, to the same extent as if it though they were dated the date of such letter authorizing reliance (except that statements in such last opinion and the statements therein related letter of such counsel shall be deemed to relate to the Registration Statement and Statement, the Prospectus or any Permitted Free Writing Prospectus as amended or and supplemented at such date; provided further that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such opinion or letter; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the time of delivery of such opinion or letter dated not earlier than letters authorizing reliance); and (ii) such other documents as the date of the most recent fiscal quarter end if such delivery is so requested by the AgentAgent shall reasonably request. (d) Within a reasonable time after On each date on Bring-Down Delivery Date for which the Registration Statement or the Prospectus shall be amended or supplemented no waiver is available pursuant to include additional financial information or any document that contains additional financial information, such as a Quarterly Report on Form 10-Q, shall be incorporated by reference into the ProspectusSection 6(b), the Company shall shall, unless the Agent agrees otherwise, cause PricewaterhouseCoopers LLP to furnish each to the Agent with within two Exchange Business Days a “comfort” letter, addressed jointly dated as of the applicable Bring-Down Delivery Date, of the same tenor as the letter referred to in Section 5(a)(iii) hereof, but modified to relate to the Board Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of Directors such letter, and, if the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), the AgentsCompany shall, substantially if requested by the Agent, cause a firm of independent public accountants to furnish to the Agent within two Exchange Business Days a “comfort” letter, dated as of the applicable Bring-Down Delivery Date, addressing such matters as the Agent may reasonably request. (e) (i) No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the form attached hereto as Exhibit DAct shall be pending before or threatened by the Commission; provided, however, that within a reasonable time after the filing Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of the Agent and no suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, shall have occurred and be in effect at the time the Company delivers a Transaction Proposal to the Agent or the time the Agent delivers a Transaction Acceptance to the Company; and (ii) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading at the time the Company delivers a Transaction Proposal to the Agent or the time the Agent delivers a Transaction Acceptance to the Company. (f) The Company shall reasonably cooperate with any reasonable due diligence review requested by the Agent or its counsel from time to time in connection with the transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, providing information and making available appropriate documents and appropriate corporate officers of the Company and, upon reasonable request, representatives of PricewaterhouseCoopers LLP (and, if the Registration Statement, the Prospectus or any Permitted Free-Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial statements) for an update on diligence matters with representatives of the Agent and (ii) at each Bring-Down Delivery Date for which no waiver is available pursuant to Section 6(b) and otherwise as the Agent may reasonably request, providing information and making available documents and appropriate corporate officers of the Company and representatives of PricewaterhouseCoopers LLP (and, if the Registration Statement, the Prospectus or any Permitted Free-Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial statements) for one or more due diligence sessions with representatives of the Agent and its counsel. (g) The Company shall disclose, in its quarterly reports on Form 10-Q and in its annual report on Form 10-K and, if requested by the Agent, in supplements to the Prospectus to be filed by the Company with the Commission from time to time, the number of the Shares sold through the Agent under this Agreement and any Terms Agreement, and the gross and net proceeds to the Company from the sale of the Shares and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the relevant quarter or, in the case of any such prospectus supplement, such shorter period as the Agent may reasonably request or, in the case of an Annual Report on Form 10-K K, during the fiscal year covered by such Annual Report and the fourth quarter of such fiscal year. All opinions, letters and other documents referred to in Sections 6(b) through (d) above shall be reasonably satisfactory in form and substance to the Company, Agent. The Agent will provide the Company shall instead furnish each Agent with a lettersuch notice (which may be oral, addressed jointly to and in such case, will be confirmed via e-mail as soon as reasonably practicable thereafter) as is reasonably practicable under the Board of Directors of the Company and the Agentscircumstances when requesting an opinion, to the effect set forth in Section 5(g) insofar as Section 5(g) relates to such additional financial information; provided further, that the Company shall not be required during any period in which it has instructed each Agent to cease letter or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with either letter other document referred to above in this paragraph; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of (i) such letter substantially in the form of Exhibit D with respect to the period commencing with the beginning of the first fiscal quarter following the date of the most recent Annual Report on Form 10-K of the Company and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would but for this proviso be required to furnish such a letter and (ii) such letter to the effect set forth in Section 5(g) with respect to the most recent Annual Report on Form 10-K of the Company. (e) The Company agrees to offer to any person who shall have agreed to purchase Securities (including any Agent that has agreed to purchase Securities pursuant to Section 11 hereof) the right not to purchase such Securities if, on the settlement date for such purchase, the conditions set forth in Sections 5(a), 6(b) through (b), and (c), or any of them, shall not be satisfiedd) above.

Additional Covenants of the Company. The Company further covenants and agrees thatwith the Agent as follows: (a) Each acceptance of a Transaction Notice by the Company of an offer to purchase Securities shall be deemed to be an affirmation that the representations and warranties of the Company herein contained and contained in this Agreement any certificate delivered to the Agent pursuant hereto are true and correct in all material respects at the time of such acceptance and a covenant acceptance, and an affirmation undertaking that such representations and warranties will be true and correct at the Time time of Sale the consummation of such Securities the purchase by the Agent (subject only to Section 5(h) above), and at the time of delivery to the purchaser Agent of Shares pursuant to the Securities relating to such acceptance Transaction Notice, as though made at and as of each such time, time (it being understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Information Statement and the Prospectus as amended or and supplemented at to the time of such time.Transaction Notice); (b) Promptly after the filing with the Commission of each amendment of or supplement to Each time that the Registration Statement or the Prospectus under shall be amended or supplemented (including by the Act filing of any document incorporated by reference therein (other than subject to the proviso at the end of this subsection (b) in the case of a Current Report on Form 8-K), but excluding any amendment or prospectus supplement which relates only relating solely to the offering and sale of securities other than the Securities or which serves only Shares pursuant to set forth, or reflect a change in, the terms of any Securities or the principal amount of Securities remaining to be sold or any similar informationTransaction Notice), and each filing by the Company with the Commission of any Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company incorporated by reference into the Prospectus, the Company shall, at shall furnish or cause to be furnished to the request of an Agent, furnish such Agent with forthwith a certificate of the Chief Executive Officer, any Vice-Chairman, any Executive Vice President, the Chief Financial Officer, the Chief Operating Officer, the Corporate Treasurer or any other Executive Officer of the Companycertificate, dated the date of filing with the Commission or the date of effectiveness of such amendmentamendment or supplement, supplement or filingas applicable, in form satisfactory to the Agent, certifying as to the matters set forth in Exhibit B hereto at the time of the filing or effectiveness of such amendment or supplement, as applicable, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same effect tenor as the certificate referred to in Section 5(f)6(a)(i) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended or and supplemented to the date time of delivery of such certificate; providedprovided that, however, that the Company shall will not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such certificate; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of such certificate dated the latest date on which the Company would but for this proviso have been required to furnish such certificate.a certificate to the Agent in connection with the filing of a Current Report on Form 8-K unless (i) such Current Report on Form 8-K is filed at any time during which either a Transaction Notice is in effect or a Prospectus relating to the Shares is required to be delivered under the Act or (ii) the Agent has requested such a certificate based upon the event or events reported in such Current Report on Form 8-K. (c) Promptly after Each time that the Registration Statement or the Prospectus shall be amended or supplemented (including by the filing of any document incorporated by reference therein, but excluding any prospectus supplement or Current Report on Form 8-K relating solely to the offering of Shares pursuant to a Transaction Notice), the Company shall furnish or cause to be furnished forthwith to the Agent and to counsel for the Agent the written opinion of Hunton & Wxxxxxxx LLP, or other counsel satisfactory to the Agent, which may include the General Counsel or Assistant General Counsel of the Company, dated the date of filing with the Commission or the date of each Quarterly Report on Form 10-Q effectiveness of such amendment or Annual Report on Form 10-K supplement, as applicable, in form and substance satisfactory to the Agent, of the Company, same tenor as the Company shall, at the request of an Agent, furnish such Agent with a written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Company, or such other counsel as is acceptable referred to each Agent, including in-house counsel, dated the date on which such Form 10-Q or Form 10-K was filed with the Commission, to the effect set forth in Section 5(d6(a)(ii) hereof, and a letter, to the effect set forth in Section 5(e), but each modified as necessary to relate to the Registration Statement and the Prospectus as amended or and supplemented at to the time of delivery of such date; provided, however, thatopinion or, in lieu of such opinion, counsel last furnishing such counsel may opinion to the Agent shall furnish each the Agent with a letter substantially to the effect that such the Agent may rely on a prior such last opinion delivered under Section 5(d) or this Section 6(c), or letter delivered under Section 5(e), to the same extent as if though it were was dated the date of such letter and the authorizing reliance (except that statements therein related in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or and supplemented at such date; provided further that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such opinion or letter; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the time of delivery of such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the Agent.authorizing reliance); (d) Within a reasonable Each time after each date on which that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or (including by the filing of any document that contains additional financial information, such as a Quarterly Report on Form 10-Q, shall be incorporated by reference into the Prospectustherein), the Company shall cause PricewaterhouseCoopers LLP promptly to furnish each to the Agent with a letter, addressed jointly to dated the Board date of Directors of the Company and the Agents, substantially in the form attached hereto as Exhibit D; provided, however, that within a reasonable time after the filing with the Commission or the date of each Annual Report on Form 10-K effectiveness of such amendment or supplement, as applicable, of the Company, same tenor as the Company shall instead furnish each Agent with a letter, addressed jointly to the Board of Directors of the Company and the Agents, to the effect set forth in Section 5(g) insofar as Section 5(g) relates to such additional financial information; provided further, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with either letter referred to above in this paragraph; provided that the obligation of each Agent Section 6(a)(iv) hereof, but modified to begin thereafter to solicit offers to purchase Securities shall be subject relate to the delivery Registration Statement and Prospectus as amended and supplemented to the date of such letter; and (i) such letter substantially in No stop order suspending the form of Exhibit D with respect to the period commencing with the beginning effectiveness of the first fiscal quarter following Registration Statement or any post-effective amendment thereto, and no order directed at any document incorporated by reference therein and no order preventing or suspending the date use of any Prospectus will have been issued by the Commission, and no suspension of the most recent Annual Report on Form 10-K qualification of the Company and ending with the end Shares for offering or sale in any jurisdiction, or of the most recent fiscal quarter orinitiation or threatening of any proceedings for any of such purposes, if later, will have occurred and be in effect at the period as to which time the Company would but for this proviso be required to furnish such accepts a letter Transaction Notice; and (ii) such letter the Registration Statement and the Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the effect set forth statements therein, in Section 5(g) with respect to the most recent Annual Report on Form 10-K light of the Companycircumstances under which they were made, not misleading at the time the Company accepts a Transaction Notice. (e) The Company agrees to offer to any person who shall have agreed to purchase Securities (including any Agent that has agreed to purchase Securities pursuant to Section 11 hereof) the right not to purchase such Securities if, on the settlement date for such purchase, the conditions set forth in Sections 5(a), (b), and (c), or any of them, shall not be satisfied.

Additional Covenants of the Company. The Company covenants and agrees that: (a) Each acceptance by the Company it of an offer to for the purchase of Securities shall be deemed to be an affirmation to the Agent which procured the offer that the representations and warranties of the Company contained in this Agreement and in any certificate theretofore given to the Agents pursuant hereto are true and correct in all material respects at the time of such acceptance and a covenant acceptance, and an affirmation undertaking that such representations and warranties will be true and correct at the Time of Sale of such Securities and at the time of for delivery to the purchaser Purchasing Agent of the Securities relating to such acceptance as though made at and as of each such time, time (and it being is understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Information Prospectus and the Prospectus Disclosure Package, as amended or supplemented at such timesupplemented). (b) Promptly after the filing with the Commission of each amendment of or supplement to Each time that (i) the Registration Statement Statement, the Prospectus or the Prospectus under the Act Disclosure Package shall be amended or supplemented (other than any by a pricing supplement or an amendment or supplement which relates only to the offering and sale of securities other than the Securities or which serves only to set forth, or reflect providing solely for a change inin the interest rates or maturities of the Securities, the terms of any Securities a change in payment dates or the principal amount of Securities remaining to be sold or any similar informationchanges), and each filing by (ii) the Company with the Commission of any files an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q or Annual Report on Form 10-K of with the Company Commission that is incorporated by reference into the ProspectusProspectus or the Disclosure Package, (iii) if requested in writing by the Agents, the Company files a Current Report on Form 8-K required by Section 2 or Section 4 of Form 8-K with the Commission that is incorporated by reference into the Prospectus or the Disclosure Package or (iv) if requested in writing by any Agent prior to the offering of the Securities covered by a Terms Agreement, the Company accepts such Terms Agreement, the Company shall, at the request of an Agent, furnish such Agent with a certificate of the Chief Executive Officer, any Vice-Chairman, any Executive Vice President, the Chief Financial Officer, the Chief Operating Officer, the Corporate Treasurer or any other Executive Officer of the Company, dated the date within fifteen days of such amendment, supplement or filing, or, if applicable, such written request, furnish the Agents with a certificate of the President, Chief Executive Officer or Chief Financial Officer of the Company in form satisfactory to the Agents to the effect that the statements contained in the certificate referred to in Section 5(g) hereof which was last furnished to the Agents are true and correct at the time of such amendment, supplement or filing, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus and the Disclosure Package, each as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same effect tenor as the certificate referred to in said Section 5(f), 5(g) modified as necessary to relate to the Registration Statement Statement, the Prospectus and the Prospectus Disclosure Package, each as amended or and supplemented to the date time of delivery of such certificate; provided, however, that the Agents shall have no obligation to solicit offers to purchase the Securities until such certificate has been furnished to the Agents; provided, further, that, except if the Agents shall then hold any Securities acquired from the Company as principal (other than such Securities as shall not have been held for a period of six months or more), no certificate need be required given during any period in which it has the Agents have been instructed each Agent to cease or each Agent has ceased soliciting have suspended the solicitation and receipt of offers to purchase Securities but shall be required to furnish each Agent with such certificate; provided that be given before the obligation of each Agent to begin thereafter Agents shall again be obligated to solicit offers to purchase Securities shall be subject to the delivery of such certificate dated the latest date on which the Company would but for this proviso have been required to furnish such certificateSecurities. (c) Promptly after Each time that (i) the filing with Registration Statement, the Commission Prospectus or the Disclosure Package shall be amended or supplemented (other than by a pricing supplement or an amendment or supplement providing solely for a change in the interest rates or maturities of each the Securities, a change in payment dates or similar changes), (ii) the Company files an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q with the Commission that is incorporated by reference into the Prospectus or Annual the Disclosure Package, (iii) if requested in writing by the Agents, the Company files a Current Report on Form 108-K required by Section 2 or Section 4 of Form 8-K with the Commission that is incorporated by reference into the Prospectus or the Disclosure Package or (iv) if requested in writing by any Agent prior to the offering of the CompanySecurities covered by a Terms Agreement, the Company accepts such Terms Agreement, the Company shall, at the request within fifteen days of an Agentsuch amendment, supplement or filing, or, if applicable, such written request, furnish such Agent the Agents and their counsel with a written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the General Counsel of the Company, or such other counsel as is acceptable addressed to each Agent, including in-house counsel, the Agents and dated the date on which of delivery of such Form 10-Q or Form 10-K was filed with the Commissionopinion, in form satisfactory to the effect set forth Agents, of the same tenor as the opinion referred to in Section 5(d5(e) hereof, and a letterbut modified, to the effect set forth in Section 5(e)as necessary, but each modified as necessary to relate to the Registration Statement Statement, the Prospectus and the Prospectus Disclosure Package, each as amended or supplemented at to the time of delivery of such dateopinion; provided, however, that, that in lieu of such opinion, such counsel may furnish each Agent the Agents with a letter to the effect that such Agent the Agents may rely on a such prior opinion delivered under Section 5(d) or this Section 6(c), or letter delivered under Section 5(e), to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such prior opinion shall be deemed to relate to the Registration Statement, the Prospectus and the Disclosure Package, each as amended or supplemented to the time of delivery of such letter authorizing reliance); provided, further, that the Agents shall have no obligation to solicit offers to purchase the Securities until such opinion or letter, as applicable, has been furnished to the Agents; and provided, further, that, except if it the Agents shall then hold any Securities acquired from the Company as principal (other than such Securities as each Agent shall have held for a period of six months or more), no opinion or certificate need be given during any period in which the Agents have been instructed to or have suspended the solicitation and receipt of offers to purchase Securities but shall be required to be given before the Agents shall again be obligated to solicit offers to purchase the Securities. (d) Each time that (i) the Registration Statement, the Prospectus or the Disclosure Package shall be amended or supplemented (other than by a pricing supplement or an amendment or supplement providing solely for a change in the interest rates or maturities of the Securities, a change in payment dates or similar changes), (ii) the Company files an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q with the Commission that is incorporated by reference into the Prospectus or the Disclosure Package, (iii) if requested in writing by the Agents, the Company files a Current Report on Form 8-K required by Section 2 or Section 4 of Form 8-K with the Commission that is incorporated by reference into the Prospectus or the Disclosure Package or (iv) if requested in writing by any Agent prior to the offering of the Securities covered by a Terms Agreement, the Company accepts such Terms Agreement, the Company shall, within fifteen days of such amendment, supplement or filing, or, if applicable, such written request, furnish the Agents and their counsel with a written opinion and letter of Hxxxx Lovells US LLP, counsel to the Company, addressed to the Agents and dated the date of delivery of such opinion and letter, in form satisfactory to the Agents, of the same tenor as the opinion and letter referred to in Section 5(f) hereof, but modified, as necessary, to relate to the Registration Statement, the Prospectus and the Disclosure Package, each as amended or supplemented to the time of delivery of such opinion and letter; provided, however, that in lieu of such opinion and letter, such counsel may furnish the Agents with a letter to the effect that the Agents may rely on such prior opinion and letter to the same extent as though they were dated the date of such letter and authorizing reliance (except that the statements therein related in such prior opinion and letter shall be deemed to relate to the Registration Statement Statement, the Prospectus and the Prospectus Disclosure Package, each as amended or supplemented at to the time of delivery of such dateletter reauthorizing reliance); provided further provided, further, that the Agents shall have no obligation to solicit offers to purchase the Securities until such opinion and letter has been furnished to the Agents; and provided, further, that, except if the Agents shall then hold any Securities acquired from the Company as principal (other than such Securities as shall not have been held for a period of six months or more), no opinion or letter need be required given during any period in which it has the Agents have been instructed each Agent to cease or each Agent has ceased soliciting have suspended the solicitation and receipt of offers to purchase Securities but shall be required to furnish each Agent with such opinion or letter; provided that be given before the obligation of each Agent to begin thereafter Agents shall again be obligated to solicit offers to purchase Securities shall be subject to the delivery of such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the AgentSecurities. (de) Within a reasonable Each time after each date on which that (i) the Registration Statement Statement, the Prospectus or the Prospectus Disclosure Package shall be amended or supplemented to include additional financial information (other than by a pricing supplement or any document that contains additional financial informationan amendment or supplement providing solely for a change in the interest rates or maturities of the Securities, such as a change in payment dates or similar changes), (ii) the Company files an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q, shall be Q with the Commission that is incorporated by reference into the ProspectusProspectus or the Disclosure Package, (iii) if requested in writing by the Agents, the Company shall files a Current Report on Form 8-K required by Section 2 or Section 4 of Form 8-K with the Commission that is incorporated by reference into the Prospectus or the Disclosure Package or (iv) if requested in writing by any Agent prior to the offering of the Securities covered by a Terms Agreement, the Company accepts such Terms Agreement, the Company shall, within fifteen days of such amendment, supplement or filing, or, if applicable, such written request, cause PricewaterhouseCoopers KPMG LLP (or successor independent public accountants with respect to the Company within the meaning of the Securities Act and the rules and regulations thereunder) to furnish each Agent with the Agents a letter, addressed jointly to the Board of Directors of the Company and the Agents and dated the date of delivery of such letter, in form and substance reasonably satisfactory to the Agents, substantially of the same tenor as the letter referred to in Section 5(h) hereof, but modified to relate to the Registration Statement, the Prospectus and the Disclosure Package, each as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the form attached hereto as Exhibit Dfinancial statements and other information derived from the accounting records of the Company; provided, however, that within the Agents shall have no obligation to solicit offers to purchase the Securities until such letter has been furnished to the Agents; provided, further, that except if the Agents shall then hold any Securities acquired from the Company as principal (other than such Securities as shall have been held for a reasonable period of six months or more), no letter need be given during any period in which the Agents have been instructed to or have suspended the solicitation and receipt of offers to purchase Securities but shall be required to be given before the Agents shall again be obligated to solicit offers to purchase the Securities. (f) On request from time after to time by any Agent, the filing with Company will advise the Commission Agents of each the amount of Securities sold pursuant to this agreement. (g) Each time that the Company files an Annual Report on Form 10-K of with the CompanyCommission that is incorporated by reference into the Prospectus or the Disclosure Package, the Company shall instead furnish each Agent with shall, if requested in writing by the Agents within two days after such filing, cause to be furnished within fifteen days of such filing, a letterwritten opinion and letter of Hunton & Wxxxxxxx LLP, addressed jointly to the Board of Directors of the Company and counsel for the Agents, in form satisfactory to the effect set forth Agents, of the same tenor as the opinion and letter referred to in Section 5(g5(d) insofar as Section 5(g) relates to such additional financial information; provided furtherhereof, that and the Company shall have furnished to such counsel such documents (which have not be required during any period been previously provided) as they reasonably request for the purpose of issuing such opinion and letter; provided, however, that in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to lieu of such opinion and letter, such counsel may furnish each Agent the Agents with either letter referred to above in this paragraph; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of (i) such letter substantially in the form of Exhibit D with respect to the period commencing with the beginning of the first fiscal quarter following the date of the most recent Annual Report on Form 10-K of the Company and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would but for this proviso be required to furnish such a letter and (ii) such letter to the effect set forth in Section 5(g) with respect that the Agents may rely on such prior opinion and letter to the most recent Annual Report on Form 10-K same extent as though they were dated the date of such letter authorizing reliance (except that the Company. (e) The Company agrees statements in such prior opinion and letter shall be deemed to offer relate to any person who shall have agreed to purchase Securities (including any Agent that has agreed to purchase Securities pursuant to Section 11 hereof) the right not to purchase such Securities if, on the settlement date for such purchaseRegistration Statement, the conditions set forth in Sections 5(aProspectus and the Disclosure Package, each as amended or supplemented to the time of delivery of such letter reauthorizing reliance), (b), and (c), or any of them, shall not be satisfied.

Additional Covenants of the Company. 6.1 The Company covenants and agrees thatwith the Agent that it will: (a) Each acceptance with respect to the filing of the Prospectuses as contemplated herein, fulfill all legal requirements to be fulfilled by the Company in connection therewith, in each case in form and substance satisfactory to the Agent as evidenced by the Agent's execution of the certificates attached thereto; (b) prior to the filing of each of the Prospectuses, allow the Agent to review each Prospectus and conduct all due diligence which the Agent may reasonably require in order to fulfill its obligations as a statutory underwriter and in order to enable it to execute, acting prudently and responsibly, the certificates required to be executed by the Agent in such documents; (c) during the period prior to the completion of the Offering, promptly notify the Agent in writing of any material change (actual or proposed) in the business, affairs, operations, assets or liabilities (contingent or otherwise) or capital of the Company, or of any change which is of such a nature as to result in a misrepresentation in either of the Prospectuses or any amendment thereto and: (i) the Company will, within any applicable time limitation, comply with all filing and other requirements under the Applicable Securities Laws of the Qualifying Jurisdictions, and with the rules of the Exchange, applicable to the Company as a result of any such change; and (ii) notwithstanding the foregoing, the Company will not file any amendment to the Prospectuses or any other material supplementary to the Prospectuses (all such amendments and material being the "Supplementary Material") without first obtaining the approval of the Agent as to the form and content thereof, which approval will not be unreasonably withheld and which will be provided in a timely basis; and, in addition to the foregoing, the Company will, in good faith, discuss with the Agent any change in circumstances (actual or proposed) which is of such a nature that there is or ought to be consideration given by the Company as to whether notice in writing of such change need be given to the Agent pursuant to this subparagraph. (d) deliver to the Agent duly executed copies of any Supplementary Material required to be filed by the Company in accordance with subparagraph (c) above and if any financial or accounting information is contained in any of the Supplementary Material, an offer additional Comfort Letter to purchase that required by subparagraph (h)(i) below; (e) from time to time and without charge to the Agent, deliver to the Agent as many copies of each of the Prospectuses and any amendments thereto, if any, as the Agent may reasonably request, and such delivery will constitute the Company's consent to the Agent's use of the documents in connection with the Offering; (f) by the act of having delivered each of the Prospectuses and any amendments thereto to the Agent, have represented and warranted to the Agent that all material information and statements (except information and statements relating solely to the Agent) contained in such documents, at the respective dates of initial delivery thereof, comply with the Applicable Securities Laws of the Qualifying Jurisdictions and are true and correct in all material respects, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances in which they were made, not misleading, and that such documents, at such dates, contain no misrepresentation and together constitute full, true and plain disclosure of all material facts relating to the Company as required by the Applicable Securities Laws of the Qualifying Jurisdictions; (g) with respect to the filing of the Listing Submissions as contemplated herein, fulfill all of the requirements of the Exchange required to be fulfilled by the Company in connection therewith; (h) deliver to the Agent: (i) at the time of execution of the Final Prospectus by the Agent, a comfort letter (the "Comfort Letter") of the Company's auditors addressed to the Agent and to the directors of the Company and dated as of the date of the Final Prospectus, in form and content acceptable to the Agent, acting reasonably, relating to the verification of the financial information and accounting data contained in the Final Prospectus and to such other matters as the Agent may reasonably require, which Comfort Letter will be based upon a review of the auditors having a cut-off date not more than two business days prior to the date of the Final Prospectus and shall be deemed in addition to any comfort letter which must be an affirmation filed with the Regulatory Authorities; (ii) at the time of the execution of the Final Prospectus by the Agent and, if requested by the Agent, at the Time of Closing as well, such legal opinions (the "Legal Opinions") of the Company's various legal counsel, addressed to the Agent and its legal counsel and dated as of the date in question, in form and content acceptable to the Agent, acting reasonably relating to the Final Prospectus and the Final Listing Submission, the trade and distribution of the Qualified Securities and to such other matters a the Agent may reasonably require; (iii) at the time of the execution of the Final Prospectus by the Agent and, if requested by the Agent, at the Time of Closing as well, a certificate (the "Officers' Certificate") of the Company, addressed to the Agent and its legal counsel and dated as of the date in question, in form and content acceptable to the Agent, acting reasonably, relating to the Final Prospectus and the Final Listing Submission, the trade and distribution of the Qualified Securities and to such other matters as the Agent may reasonably require; and (iv) at the time of the execution of the Final Prospectus by the Agent and, if requested by the Agent, at the Time of Closing as well, such other materials (the "Closing Materials") as the Agent may reasonably require and as are customary in a transaction of this nature, and the Closing Materials will be addressed to the Agent and to such parties as may be reasonably directed by the Agent and will be dated as of the date in question or such other date as the Agent may reasonably require; (i) from and including the date of this Agreement through to and including the completion of the Offering, do all such acts and things reasonably necessary to ensure that all of the representations and warranties of the Company contained in this Agreement are or any certificates or documents delivered by it pursuant to this Agreement remain materially true and correct in all material respects at the time of and not do any such acceptance and a covenant and an affirmation act or thing that such representations and warranties will be true and correct at the Time of Sale of such Securities and at the time of delivery to the purchaser of the Securities relating to such acceptance as though made at and as of such time, it being understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Information and the Prospectus as amended would render any representation or supplemented at such time. (b) Promptly after the filing with the Commission of each amendment of or supplement to the Registration Statement or the Prospectus under the Act (other than any amendment or supplement which relates only to the offering and sale of securities other than the Securities or which serves only to set forth, or reflect a change in, the terms of any Securities or the principal amount of Securities remaining to be sold or any similar information), and each filing by the Company with the Commission of any Quarterly Report on Form 10-Q or Annual Report on Form 10-K warranty of the Company incorporated by reference into the Prospectus, the Company shall, at the request of an Agent, furnish such Agent with a certificate of the Chief Executive Officer, any Vice-Chairman, any Executive Vice President, the Chief Financial Officer, the Chief Operating Officer, the Corporate Treasurer contained in this Agreement or any other Executive Officer of the Company, dated the date of such amendment, supplement certificates or filing, documents delivered by it to the same effect as the certificate referred to in Section 5(f), modified as necessary to relate to the Registration Statement and the Prospectus as amended this Agreement materially untrue or supplemented to the date of such certificate; provided, however, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such certificate; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of such certificate dated the latest date on which the Company would but for this proviso have been required to furnish such certificateincorrect. (c) Promptly after the filing with the Commission of each Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company, the Company shall, at the request of an Agent, furnish such Agent with a written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Company, or such other counsel as is acceptable to each Agent, including in-house counsel, dated the date on which such Form 10-Q or Form 10-K was filed with the Commission, to the effect set forth in Section 5(d) hereof, and a letter, to the effect set forth in Section 5(e), but each modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented at such date; provided, however, that, in lieu of such opinion, such counsel may furnish each Agent with a letter to the effect that such Agent may rely on a prior opinion delivered under Section 5(d) or this Section 6(c), or letter delivered under Section 5(e), to the same extent as if it were dated the date of such letter and the statements therein related to the Registration Statement and the Prospectus as amended or supplemented at such date; provided further that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such opinion or letter; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the Agent. (d) Within a reasonable time after each date on which the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or any document that contains additional financial information, such as a Quarterly Report on Form 10-Q, shall be incorporated by reference into the Prospectus, the Company shall cause PricewaterhouseCoopers LLP to furnish each Agent with a letter, addressed jointly to the Board of Directors of the Company and the Agents, substantially in the form attached hereto as Exhibit D; provided, however, that within a reasonable time after the filing with the Commission of each Annual Report on Form 10-K of the Company, the Company shall instead furnish each Agent with a letter, addressed jointly to the Board of Directors of the Company and the Agents, to the effect set forth in Section 5(g) insofar as Section 5(g) relates to such additional financial information; provided further, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with either letter referred to above in this paragraph; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of (i) such letter substantially in the form of Exhibit D with respect to the period commencing with the beginning of the first fiscal quarter following the date of the most recent Annual Report on Form 10-K of the Company and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would but for this proviso be required to furnish such a letter and (ii) such letter to the effect set forth in Section 5(g) with respect to the most recent Annual Report on Form 10-K of the Company. (e) The Company agrees to offer to any person who shall have agreed to purchase Securities (including any Agent that has agreed to purchase Securities pursuant to Section 11 hereof) the right not to purchase such Securities if, on the settlement date for such purchase, the conditions set forth in Sections 5(a), (b), and (c), or any of them, shall not be satisfied.

Additional Covenants of the Company. The Company covenants and agrees with each Agent that: (a) Each acceptance by the Company it of an offer for the purchase of Notes (whether through an Agent as agent or to purchase Securities one or more Agents as principal) and each delivery of Notes (whether through an Agent as agent or to one or more Agents as principal) shall be deemed to be an affirmation that the representations and warranties of the Company contained in this Agreement and in any certificate theretofore delivered to the Agents pursuant hereto are true and correct in all material respects at the time of such acceptance and a covenant or sale, as the case may be, and an affirmation undertaking that such representations and warranties will be true and correct at the Time of Sale of such Securities and at the time of delivery to such Agents or to the purchaser or its agent, as the case may be, of the Securities Notes relating to such acceptance or sale, as the case may be, as though made at and as of each such time, it being understood that time (and such representations and warranties shall relate to the Registration Statement, the Time of Sale Information and the Prospectus as amended or supplemented at such time. (b) Promptly after the filing with the Commission of each amendment of or supplement to the Registration Statement or the Prospectus under the Act (other than any amendment or supplement which relates only to the offering and sale of securities other than the Securities or which serves only to set forth, or reflect a change in, the terms of any Securities or the principal amount of Securities remaining to be sold or any similar information), and each filing by the Company with the Commission of any Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company incorporated by reference into the Prospectus, the Company shall, at the request of an Agent, furnish such Agent with a certificate of the Chief Executive Officer, any Vice-Chairman, any Executive Vice President, the Chief Financial Officer, the Chief Operating Officer, the Corporate Treasurer or any other Executive Officer of the Company, dated the date of such amendment, supplement or filing, to the same effect as the certificate referred to in Section 5(f), modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such certificate; provided, however, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such certificate; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of such certificate dated the latest date on which the Company would but for this proviso have been required to furnish such certificate. (c) Promptly after the filing with the Commission of each Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company, the Company shall, at the request of an Agent, furnish such Agent with a written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Company, or such other counsel as is acceptable to each Agent, including in-house counsel, dated the date on which such Form 10-Q or Form 10-K was filed with the Commission, to the effect set forth in Section 5(d) hereof, and a letter, to the effect set forth in Section 5(e), but each modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented at each such datetime). (b) Each time that the Registration Statement or any Prospectus shall be amended or supplemented (other than by a Pricing Supplement providing solely for the interest rates or maturities of the Notes or the principal amount of Notes remaining to be sold or similar changes), each time the Company sells Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery of an officers' certificate as a condition to the purchase of Notes pursuant to such Purchase Agreement, or the Company files with the Commission any document incorporated by reference into any Prospectus, the Company shall submit to the Agents a certificate, as of the date of such amendment, supplement or Time of Delivery relating to such sale, as the case may be, representing that the statements contained in the certificate referred to in Section 4(j) hereof which was last furnished to the Agents are true and correct at the time of such amendment, supplement or filing or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and each Prospectus as amended and supplemented to such time). (c) Each time that the Registration Statement or any Prospectus shall be amended or supplemented (other than by a Pricing Supplement providing solely for the interest rates or maturities of the Notes or the principal amount of Notes remaining to be sold or similar changes), each time the Company sells Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery of a legal opinion as a condition to the purchase of Notes pursuant to such Purchase Agreement, or the Company files with the Commission any document incorporated by reference into any Prospectus (other than current reports on Form 8-K filed exclusively to incorporate exhibits required to be filed as Exhibits 1, 4 and 12 to the Registration Statement under Regulation S-K), the Company shall, (i) concurrently with such amendment, supplement, or Time of Delivery relating to such sale or filing, furnish the Agents and their counsel with the written opinions of William D. Johnson, Esq., Senior Vice President and Corporate Secretary xxx xxx Xxxxxxx xx other counsel of the Company satisfactory to the Agents, each addressed to the Agents and dated the date of delivery of such opinion, in form satisfactory to the Agents, of the same effect as the opinions referred to in Section 4(f) hereof, but modified, as necessary, to relate to the Registration Statement and each Prospectus as amended or supplemented to the time of delivery of such opinion; provided, however, that, that in lieu of such opinion, such counsel may furnish each Agent the Agents with a letter to the effect that such Agent the Agents may rely on a such prior opinion delivered under Section 5(d) or this Section 6(c), or letter delivered under Section 5(e), to the same extent as if though it were was dated the date of such letter and the authorizing reliance (except that statements therein related in such prior opinion shall be deemed to relate to the Registration Statement and the each Prospectus as amended or supplemented at such date; provided further that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such opinion or letter; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the time of delivery of such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the Agentauthorizing reliance). (d) Within a reasonable Each time after each date on which that the Registration Statement or the any Prospectus shall be amended or supplemented to include additional financial information information, each time the Company sells Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery of a comfort letter as a condition to the purchase of Notes pursuant to such Purchase Agreement or the Company files with the Commission any document that incorporated by reference into any Prospectus which contains additional financial information, such as a Quarterly Report on Form 10-Q, shall be incorporated by reference into the Prospectus, the Company shall cause PricewaterhouseCoopers Deloitte & Touche LLP (or other independent accountants of the Company acceptable to the Agents) to furnish each Agent the Agents, concurrently with such amendment, supplement or Time of Delivery relating to such sale or filing, a letter, addressed jointly to the Board of Directors of the Company and the Agents and dated the date of delivery of such letter, in form and substance reasonably satisfactory to the Agents, substantially of the same effect as the letter referred to in Section 4(i) hereof but modified to relate to the Registration Statement and each Prospectus, as amended and supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the form attached hereto as Exhibit Dfinancial statements and other information derived from the accounting records of the Company; provided, however, that within if the Registration Statement or any Prospectus is amended or supplemented solely to include financial information as of and for a reasonable time after fiscal quarter, such accountants may limit the filing with the Commission scope of each Annual Report on Form 10-K of the Company, the Company shall instead furnish each Agent with a letter, addressed jointly to the Board of Directors of the Company and the Agents, to the effect set forth in Section 5(g) insofar as Section 5(g) relates to such additional financial information; provided further, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with either letter referred to above in this paragraph; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of (i) such letter substantially in the form of Exhibit D with respect to the period commencing with the beginning of the first fiscal quarter following the date of the most recent Annual Report on Form 10-K of the Company and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would but for this proviso be required to furnish such a letter and (ii) such letter to the effect set forth unaudited financial statements included in Section 5(g) with respect to such amendment or supplement unless there is contained therein any other accounting, financial or statistical information that, in the most recent Annual Report on Form 10-K reasonable judgment of the CompanyAgents, should be covered by such letter, in which event such letter shall also cover such other information. (e) The Company agrees to offer to any person who shall have agreed to purchase Securities (including any Agent that has agreed to purchase Securities pursuant to Section 11 hereof) the right not to purchase such Securities if, on the settlement date for such purchase, the conditions set forth in Sections 5(a), (b), and (c), or any of them, shall not be satisfied.

Additional Covenants of the Company. The Company covenants and agrees that: (a) Each acceptance by the Company it of an offer for the purchase of Securities, and each sale of Securities to purchase Securities you (whether to you as principal or through you as agent), shall be deemed to be an affirmation that the representations and warranties of the Company contained in this Agreement and in any certificate theretofore delivered to you pursuant hereto are true and correct in all material respects at the time of such acceptance and a covenant or sale, as the case may be, and an affirmation undertaking that such representations and warranties will be true and correct at the Time of Sale of such Securities and at the time of delivery to the purchaser or his agent, or you, as the case may be, of the Securities relating to such acceptance relevant Securities, as though made at and as of each such time, time (and it being is understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Information General Disclosure Package and the Prospectus as amended or and supplemented at to each such time.); (b) Promptly after the filing with the Commission of each amendment of or supplement to Each time that the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Act shall be amended or supplemented (other than any by an amendment or supplement which relates only relating solely to the offering and sale terms of securities other than the Securities or which serves only to set forth, or reflect a change in, the terms of any Securities or in the principal amount of Securities remaining to be sold or any similar information), and each filing by the Company changes) or there is filed with the Commission of any Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company document incorporated by reference into in the ProspectusGeneral Disclosure Package or the Prospectus (other than by an amendment or supplement relating solely to the terms of the Securities or a change in the principal amount of the Securities remaining to be sold or similar changes) or if the Company sells Securities to you pursuant to a Terms Agreement and such Terms Agreement so provides, the Company shall, at the request of an Agentif so requested by you or if so required by such Terms Agreement, furnish or cause to be furnished to you (or, if such Agent with certificate is being furnished pursuant to a certificate of the Chief Executive Officer, any Vice-Chairman, any Executive Vice President, the Chief Financial Officer, the Chief Operating Officer, the Corporate Treasurer or any other Executive Officer of the Company, dated the date of such amendment, supplement or filingTerms Agreement, to the same Agent or Agents party thereto) forthwith a certificate in form satisfactory to you (or, if such certificate is being furnished pursuant to a Terms Agreement, to the Agent or Agents party thereto) to the effect as that the certificate statements contained in the certificates referred to in Section 5(f5(b) hereof which were last furnished to you are true and correct at the time of such amendment or supplement or filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement, the General Disclosure Package and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, certificates of the same tenor as the certificates referred to in said Section 5(b), modified as necessary to relate to the Registration Statement Statement, the General Disclosure Package and the Prospectus as amended or and supplemented to the date time of such certificate; provided, however, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such certificate; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of such certificate dated the latest date on which the Company would but for this proviso have been required to furnish such certificate.certificates; (c) Promptly after If the filing with the Commission of each Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the CompanyCompany sells Securities to you pursuant to a Terms Agreement and such Terms Agreement so provides, the Company shall, at the request of an Agentif so required by such Terms Agreement, furnish or cause to be furnished forthwith to you (or, if such certificate is being furnished pursuant to a Terms Agreement, to the Agent with a or Agents party thereto) and the counsel for the Agents, written opinion opinions of Xxxxxxx Squire, Xxxxxxx & Xxxxxxxx Xxxxxxx (US) LLP, counsel for to the Company, or such other counsel as is acceptable satisfactory to the Agents receiving such opinion, and the General Counsel of the Company, each Agent, including in-house counsel, dated the date on which of delivery of such Form 10-Q or Form 10-K was filed with the Commissionopinion, in form satisfactory to the effect set forth Agents receiving such opinion, of the same tenor as the opinions referred to in Section 5(dSections 5(a)(1) hereof, and a letter, to the effect set forth in Section 5(e5(a)(2), respectively, hereof but each modified modified, as necessary necessary, to relate to the Registration Statement Statement, the General Disclosure Package and the Prospectus as amended or and supplemented at to the time of delivery of such date; provided, however, thatopinions or, in lieu of such opinionopinions, counsel last furnishing each such counsel may opinion to the Agents shall furnish each to the Agent with or Agents entitled to receive such opinion a letter to the effect that such Agent or Agents may rely on a prior such last opinion delivered under Section 5(d) or this Section 6(c), or letter delivered under Section 5(e), to the same extent as if though it were was dated the date of such letter and the authorizing reliance (except that statements therein related in such last opinion shall be deemed to relate to the Registration Statement Statement, the General Disclosure Package and the Prospectus as amended or and supplemented at such date; provided further that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such opinion or letter; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the time of delivery of such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the Agent.authorizing reliance); and (d) Within If the Company sells Securities to you pursuant to a reasonable time after each date on which the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or any document that contains additional financial information, Terms Agreement and such as a Quarterly Report on Form 10-Q, shall be incorporated by reference into the ProspectusTerms Agreement so provides, the Company shall shall, if so required by such Terms Agreement, cause PricewaterhouseCoopers Ernst & Young LLP (or another nationally recognized firm of independent public accountants) forthwith to furnish each you (or, if such letter is being furnished pursuant to a Terms Agreement, to the Agent with or Agents party thereto) a letter, addressed jointly dated the date of filing of such amendment, supplement or document with the Commission, or the date of such sale, as the case may be, in form satisfactory to the Board of Directors Agent or Agents entitled to receive such letter, of the Company same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(c) hereof but modified to relate to the AgentsRegistration Statement, substantially the General Disclosure Package and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii), (iv), (v) and (vi) of said Section 5(c) with such changes as may be necessary to reflect changes in the form attached hereto as Exhibit Dfinancial statements and other information derived from the accounting records of the Company; provided, however, that within a reasonable time after if the filing with the Commission of each Annual Report on Form 10-K of the CompanyRegistration Statement, the Company shall instead furnish each Agent with General Disclosure Package or the Prospectus is amended or supplemented solely to include financial information as of and for a letterfiscal quarter, addressed jointly to Ernst & Young LLP may limit the Board scope of Directors of the Company and the Agents, to the effect set forth in Section 5(g) insofar as Section 5(g) relates to such additional financial information; provided further, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with either letter referred to above in this paragraph; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of (i) such letter substantially in the form of Exhibit D with respect to the period commencing with the beginning of the first fiscal quarter following the date of the most recent Annual Report on Form 10-K of the Company and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would but for this proviso be required to furnish such a letter and (ii) such letter to the effect set forth unaudited financial statements included in Section 5(g) with respect to such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the most recent Annual Report on Form 10-K reasonable judgment of the CompanyAgent or Agents entitled to receive such letter, such letter should cover such other information. (e) The Company agrees to offer to any person who shall have agreed to purchase Securities (including any Agent that has agreed to purchase Securities pursuant to Section 11 hereof) the right not to purchase such Securities if, on the settlement date for such purchase, the conditions set forth in Sections 5(a), (b), and (c), or any of them, shall not be satisfied.

Additional Covenants of the Company. The Company covenants and agrees that: (a) Each acceptance by the Company of an offer for the purchase of Securities through an Agent, and each delivery of Securities to purchase Securities an Agent pursuant to a Terms Agreement, shall be deemed to be an affirmation to such Agent that the representations and warranties of the Company contained in this Agreement and in any certificate theretofore delivered to such Agent pursuant hereto are true and correct in all material respects at the time of such acceptance and a covenant acceptance, and an affirmation undertaking that such representations and warranties will be true and correct at the Time of Sale of such Securities and at the time of delivery to the purchaser or his agent of the Securities relating to such acceptance acceptance, as though made at and as of each such time, time (it being understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Information Statement and the Prospectus as amended or supplemented at to each such time). (b) Promptly after the filing with the Commission of each amendment of or supplement to Each time that the Registration Statement or the Prospectus under the Act shall be amended or supplemented (other than any by an amendment or supplement which relates only to providing solely for a change in the offering and sale interest rates, manner of securities other than determining interest rates, interest payment dates or maturities of the Securities or which serves only to set forth, or reflect a change in, the terms of any Securities or in the principal amount of Securities remaining to be sold or any similar information), and each filing by changes or a supplement to the Prospectus in the form previously furnished to the Agents relating to a sale of securities otherwise than through an Agent) or the Company files with the Commission of any Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company document incorporated by reference into the ProspectusProspectus or (if required pursuant to the terms of a Terms Agreement) the Company sells Securities to an Agent pursuant to a Terms Agreement, the Company shall, at the request of an Agent, shall furnish such or cause to be furnished to each Agent with promptly a certificate of the Chief Executive OfficerPresident, any Vice-Chairman, any Executive a Vice President, the Chief Financial OfficerGeneral Manager, the Chief Operating Officer, the Corporate Treasurer or any other Executive Officer the Controller of the Company, dated Company to the date effect that the statements contained in the certificate referred to in Section 5(f) hereof which was last furnished to such Agent are true and correct at the time of such amendment, amendment or supplement or filing, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same effect tenor as the certificate referred to in said Section 5(f), modified as necessary to relate to the Registration Statement and the Prospectus as amended or and supplemented to the date time of such certificate; provided, however, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such certificate; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of such certificate dated the latest date on which the Company would but for this proviso have been required to furnish such certificate. (c) Promptly after Each time that the filing Registration Statement or the Prospectus shall be amended or supplemented or the Company files with the Commission any document incorporated by reference into the Prospectus (other than by an amendment or supplement providing solely for a change in the interest rates, manner of determining interest rates, interest payment dates or maturities of the Securities remaining to be sold or similar changes or a supplement to the Prospectus in the form previously furnished to the Agents relating to the sale of securities otherwise than through an Agent) or (if required pursuant to the terms of a Terms Agreement) the Company sells Securities to an Agent pursuant to a Terms Agreement, the Company shall cause to be furnished promptly to each Quarterly Report on Form 10-Q Agent and its counsel the written opinion or Annual Report on Form 10-K opinions of Xxxxx X. Xxxxxxxx, and/or, at the option of the Company, the Company shall, at the request of an Agent, furnish such Agent with a written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx Coie LLP, counsel for the Company, or such other counsel as is acceptable to each Agent, including in-house counsel, dated the date on which of delivery of such Form 10-Q opinion or Form 10-K was filed with opinions, of the Commission, same tenor as the opinions referred to the effect set forth in Section 5(dSections 5(b) and 5(c) hereof, and a letter, to the effect set forth in Section 5(e), but each modified as necessary necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented at to the time of delivery of such dateopinion or opinions; provided, however, that, that in lieu of such opinionopinion or opinions, such counsel may furnish each Agent with a letter to the effect that such Agent the Agents may rely on a prior opinion delivered under Section 5(d) or this Section 6(c), or of such counsel which was to the same effect as the opinion in lieu of which such letter delivered under Section 5(e), is given to the same extent as if though it were was dated the date of such letter and the authorizing reliance (except that statements therein related in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such date; provided further that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such opinion or letter; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the time of delivery of such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the Agentauthorizing reliance). (d) Within a reasonable Each time after each date on which that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or the Company files with the Commission any document that contains additional financial information, such as a Quarterly Report on Form 10-Q, shall be incorporated by reference into the ProspectusProspectus which contains additional financial information or (if required pursuant to the terms of a Terms Agreement) the Company sells Securities to an Agent pursuant to a Terms Agreement, the Company shall cause PricewaterhouseCoopers Ernst & Young LLP promptly to furnish each Agent with a letter, addressed jointly dated the date of filing of such amendment, supplement or document with the Commission or the Closing Date, as the case may be, in form satisfactory to each Agent, of the same tenor as the letter referred to in Section 5(g) hereof but modified to relate to the Board Registration Statement and Prospectus, as amended and supplemented to the date of Directors such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company and the Agents, substantially in the form attached hereto as Exhibit DCompany; provided, however, that within if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a reasonable time after fiscal quarter, Ernst & Young LLP may limit the filing with the Commission scope of each Annual Report on Form 10-K of the Company, the Company shall instead furnish each Agent with a letter, addressed jointly to the Board of Directors of the Company and the Agents, to the effect set forth in Section 5(g) insofar as Section 5(g) relates to such additional financial information; provided further, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with either letter referred to above in this paragraph; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of (i) such letter substantially in the form of Exhibit D with respect to the period commencing with the beginning of the first fiscal quarter following the date of the most recent Annual Report on Form 10-K of the Company and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would but for this proviso be required to furnish such a letter and (ii) such letter to the effect set forth unaudited financial statements included in Section 5(g) with respect to such amendment or supplement unless there is contained therein any other accounting, financial or statistical information that, in the most recent Annual Report on Form 10-K reasonable judgment of the Companyan Agent, should be covered by such letter. (e) The Company agrees to offer to any person who shall have agreed to purchase Securities (including any Agent that has agreed to purchase Securities pursuant to Section 11 hereof) the right not to purchase such Securities if, on the settlement date for such purchase, the conditions set forth in Sections 5(a), (b), and (c), or any of them, shall not be satisfied.

Additional Covenants of the Company. The Company further covenants and agrees thatwith each Manager as follows: (a) Each acceptance of a Transaction Notice by the Company of an offer to purchase Securities shall be deemed to be an affirmation that the representations and warranties of the Company herein contained and contained in this Agreement any certificate delivered to the Managers pursuant hereto are true and correct in all material respects at the time Time of such acceptance and a covenant Acceptance, and an affirmation undertaking that such representations and warranties will be true and correct at the Time of Sale of such Securities on any Closing Date and at the time of delivery of Common Units or Series A Preferred Units pursuant to the purchaser of the Securities relating to such acceptance Transaction Notice, as though made at and as of each such time, in each case, except for representations and warranties that address matters only as of a certain date, which need only be true and correct as of such certain date (it being understood that such representations and warranties shall relate to the Registration Statement, any Basic Prospectus, the Time of Sale Information and the Prospectus or any Permitted Free Writing Prospectus as amended or and supplemented at to the time of such timeTransaction Notice). (b) Promptly after Each time that the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Section 7(b), by the filing with the Commission of each amendment of or supplement to the Registration Statement or the Prospectus under the Act (other than any amendment or supplement which relates only to the offering and sale of securities other than the Securities or which serves only to set forth, or reflect a change in, the terms of any Securities or Incorporated Document (for the principal amount avoidance of Securities remaining to be sold or any similar information)doubt, and each filing by the Company with the Commission of any Quarterly Report such Incorporated Documents include all quarterly reports on Form 10-Q or Annual Report of the Company and all annual reports on Form 10-K of the Company), but excluding any prospectus supplement filed pursuant to Section 5(b) hereof or in connection with an offering and sale of equity and debt securities of the Company incorporated unrelated to the transactions contemplated by reference into the ProspectusAgreement, the Company shallshall furnish or cause to be furnished to the Managers within five business days the following, each dated the date of filing with the Commission or the date of effectiveness of such amendment or supplement, as applicable, in form and substance satisfactory to the Managers and their counsel: (i) a certificate certifying as to the matters set forth in Exhibit B hereto at the request of an Agent, furnish such Agent with a certificate time of the Chief Executive Officerfiling or effectiveness of such amendment or supplement, any Vice-Chairmanas applicable, any Executive Vice Presidentas though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement, the Chief Financial Officer, the Chief Operating Officer, the Corporate Treasurer Prospectus or any other Executive Officer Permitted Free Writing Prospectus as amended and supplemented to such time); (ii) an opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Company, addressed to the Managers, as to the matters set forth in Exhibit C hereto, with only such departures from such form as counsel to the Managers shall have approved; or, in lieu of such opinion, counsel last furnishing such opinion to the Managers shall furnish the Managers with a letter substantially to the effect that such Manager may rely on such last opinion to the same extent as though it were dated the date of such amendment, supplement or filing, to the same effect as the certificate referred to letter authorizing reliance (except that statements in Section 5(f), modified as necessary such last opinion shall be deemed to relate to the Registration Statement and Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such letters authorizing reliance); (iii) an opinion of counsel to the Managers, addressed to the Managers, as to the matters the Managers may reasonably require; (iv) a “comfort” letter from BDO USA, LLP, addressed to the Managers, in a form reasonably satisfactory to the Managers and their counsel, of the same tenor as the letter referred to in Section 6(e) hereof but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such certificateletter; (v) a letter from D&M, addressed to the Managers, in a form reasonably satisfactory to the Managers and their counsel, of the same tenor as the letter referred to in Section 6(f) hereof but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter; (vi) evidence reasonably satisfactory to the Managers and their counsel that the Registration Statement remains effective; (vii) evidence reasonably satisfactory to the Managers and their counsel that the Common Units and Series A Preferred Units have been approved for listing on the Exchange, subject only to notice of issuance at or before the time of purchase on the relevant Purchase Date; (viii) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Registration Statement, Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Common Units and Series A Preferred Units, as applicable, and such other matters as are customary for the transactions contemplated hereby; and (ix) such other documents as any Manager shall reasonably request; provided, however, that the Company shall will not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with any of such certificate; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject certificates, opinions, letters or other documents to the delivery Managers in connection with the filing of such certificate dated the latest date a Current Report on which the Company would but for this proviso have been required to furnish such certificate.Form 8-K. (c) Promptly after (i) No order suspending the filing effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Act shall be pending before or threatened by the Commission; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of each any Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Act) and in accordance with Section 5(b) hereof; and all requests by the Commission for additional information shall have been complied with to the satisfaction of the Managers and no suspension of the qualification of the Common Units or Series A Preferred Units for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, will have occurred and be in effect at the time the Company accepts a Transaction Notice; and (ii) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading at the time the Company accepts a Transaction Notice. (d) To disclose in its Quarterly Report Reports on Form 10-Q or and in its Annual Report on Form 10-K the number of Common Units and Series A Preferred Units sold through the CompanyManagers under this Agreement, the Company shall, at the request of an Agent, furnish such Agent with a written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Company, or such other counsel as is acceptable to each Agent, including in-house counsel, dated the date on which such Form 10-Q or Form 10-K was filed with the Commission, net proceeds to the effect set forth in Section 5(d) hereofCompany from the sale of Common Units and Series A Preferred Units, and a letter, to the effect set forth in Section 5(e), but each modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented at such date; provided, however, that, in lieu of such opinion, such counsel may furnish each Agent with a letter to the effect that such Agent may rely on a prior opinion delivered under Section 5(d) or this Section 6(c), or letter delivered under Section 5(e), to the same extent as if it were dated the date of such letter and the statements therein related to the Registration Statement and the Prospectus as amended or supplemented at such date; provided further that compensation paid by the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such opinion or letter; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the Agent. (d) Within a reasonable time after each date on which the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or any document that contains additional financial information, such as a Quarterly Report on Form 10-Q, shall be incorporated by reference into the Prospectus, the Company shall cause PricewaterhouseCoopers LLP to furnish each Agent with a letter, addressed jointly to the Board of Directors of the Company and the Agents, substantially in the form attached hereto as Exhibit D; provided, however, that within a reasonable time after the filing with the Commission of each Annual Report on Form 10-K of the Company, the Company shall instead furnish each Agent with a letter, addressed jointly to the Board of Directors of the Company and the Agents, to the effect set forth in Section 5(g) insofar as Section 5(g) relates to such additional financial information; provided further, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with either letter referred to above in this paragraph; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of (i) such letter substantially in the form of Exhibit D with respect to the period commencing with the beginning sales of the first fiscal quarter following the date of the most recent Annual Report on Form 10-K of the Company Common Units and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would but for this proviso be required to furnish such a letter and (ii) such letter to the effect set forth in Section 5(g) with respect to the most recent Annual Report on Form 10-K of the Company. (e) The Company agrees to offer to any person who shall have agreed to purchase Securities (including any Agent that has agreed to purchase Securities Series A Preferred Units pursuant to Section 11 hereof) this Agreement during the right not to purchase such Securities if, on the settlement date for such purchase, the conditions set forth in Sections 5(a), (b), and (c), or any of them, shall not be satisfiedrelevant period.

Additional Covenants of the Company. The Company covenants and agrees that: (a) Each acceptance by the Company it of an offer to purchase Securities Notes, and each sale of Notes to a Purchaser pursuant to a Terms Agreement, shall be deemed to be an affirmation that the representations and warranties of the Company contained in this Agreement and in any certificate theretofore delivered to the Agents or such Purchaser pursuant hereto are true and correct in all material respects at the time of such acceptance and a covenant or sale, as the case may be, and an affirmation undertaking that such representations and warranties will be true and correct at the Time of Sale of such Securities and at the time of delivery to the purchaser Purchaser or the relevant Agent (or their respective representatives), as the case may be, of the Securities Notes relating to such acceptance or sale, as the case may be, as though made at and as of each such time, time (and it being is understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Information Statement and the Prospectus as amended or and supplemented at to each such timetime together with the applicable Disclosure Package). (b) Promptly after the filing with the Commission of each amendment of or supplement to Each time that the Registration Statement or the Prospectus under the Act shall be amended or supplemented (other than any amendment or supplement which relates only to the offering and sale of securities other than the Securities or which serves only to set forthby a Pricing Supplement), or reflect the Company sells Notes to a change inPurchaser pursuant to a Terms Agreement (if so indicated in such Terms Agreement), or the Company files with, or mails for filing to, the terms of Commission any Securities or the principal amount of Securities remaining to be sold or any similar information), and each filing by the Company with the Commission of any Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company document incorporated by reference into in the Prospectus, the Company shall, absent the submission of a certificate as described below, be deemed to have represented to the Agents or such Purchaser, as the case may be, as of the date of such amendment or supplement or filing, as the case may be, to the effect that the statements contained in the certificate referred to in Section 5(e) hereof that was last furnished to the Agents are true and correct at the request time of an Agentsuch amendment or supplement or filing or sale, furnish as the case may be, as though made at and as of such Agent with time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such representation, the Company may submit to the Agents or such Purchaser, as the case may be, a certificate of the Chief Executive Officer, any Vice-Chairman, any Executive Vice President, the Chief Financial Officer, the Chief Operating Officer, the Corporate Treasurer or any other Executive Officer of the Company, dated the date of such amendment, supplement or filing, to the same effect tenor as the certificate referred to in said Section 5(f5(e), modified as necessary to relate to the Registration Statement and the Prospectus as amended or and supplemented to the date time of delivery of such certificate; provided, however, that together with the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such certificate; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of such certificate dated the latest date on which the Company would but for this proviso have been required to furnish such certificateapplicable Disclosure Package. (c) Promptly after Each time that: (i) the Company files with, or mails for filing with to, the Commission of each Quarterly Report on Form 10-Q or its Annual Report on Form 1020-K F; (ii) the Registration Statement or the Prospectus is amended or supplemented to reflect a material development affecting the business, operations or financial condition of the CompanyCompany or a material change in the terms of the Notes; (iii) any Agent reasonably determines that a material development affecting the business, operations or financial condition of the Company has occurred; or (iv) the Company sells Notes to a Purchaser pursuant to a Terms Agreement (if so indicated in such Terms Agreement); the Company shall (in the case of (iv) above) or shall if requested by any Agent (in the case of (i), (ii) or (iii) above) forthwith furnish or cause to be furnished to the Agents or such Purchaser, as the case may be, the written opinions and letters of Swedish counsel to the Company shall, at and counsel to the request of an Agent, furnish such Agent with a written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Company, or such other counsel as is acceptable to each Agent, including in-house counselAgents, dated the date on which such Form 10-Q or Form 10-K was filed with the Commissionof delivery thereof, in form satisfactory to the effect set forth Agents or such Purchaser, as the case may be, of the same tenor as the opinions referred to in Section Sections 5 (d) (1) and 5(d) hereof, and a letter, to the effect set forth in Section 5(e), (2) hereof but each modified as necessary to relate to the Registration Statement and the Prospectus as amended or and supplemented at such date; provided, however, thatto the date of delivery thereof or, in lieu of such opinionopinions, each counsel last furnishing such counsel an opinion or letter to the Agents shall furnish the Agents or such Purchaser, as the case may furnish each Agent be, with a letter to the effect that the Agents or such Agent Purchaser, as the case may be, may rely on a prior such last opinion delivered under Section 5(d) or this Section 6(c), or letter delivered under Section 5(e), to the same extent as if though it were dated the date of such letter and the authorizing reliance (except that statements therein related in such last opinion or letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or and supplemented at such date; provided further that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such opinion or letter; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the time of delivery of such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the Agentauthorizing reliance). (d) Within a reasonable Each time after each date that: (i) the Company files with, or mails for filing to, the Commission its Annual Report on which Form 20-F; (ii) the Registration Statement or the Prospectus shall be is amended or supplemented to include additional reflect a material development affecting the business, operations or financial information condition of the Company or a material change in the terms of the Notes; or (iii) any document Agent reasonably determines that contains additional a material development affecting the business, operations or financial information, condition of the Company has occurred; or (iv) the Company sells Notes to a Purchaser pursuant to a Terms Agreement (if so indicated in such as a Quarterly Report on Form 10-Q, shall be incorporated by reference into the Prospectus, Terms Agreement); the Company shall (in the case of (iv) above) or shall if requested by any Agent (in the case of (i), (ii) or (iii) above) forthwith furnish or cause PricewaterhouseCoopers LLP to furnish each Agent with be furnished to the Agents or such Purchaser, as the case may be, a letter of KPMG (or their successors as independent public accountants for the Company) a letter, addressed jointly dated the date of filing of such Annual Report (in the case of (i) above), amendment or supplement (in the case of (ii) above), the date of such request (in the case of (iii) above), or the date of such sale (in the case of (iv) above), in form satisfactory to the Board of Directors of Agent or such Purchaser, as the Company case may be, and counsel. to the Agents, substantially of the same tenor as the letter referred to in Section 5(f) hereof but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the form attached hereto as Exhibit Dfinancial statements and other information derived from the accounting records of the Company; provided, however, that within a reasonable time after if the filing with Registration Statement or the Commission Prospectus is amended or supplemented solely to include financial information as of each Annual Report on Form 10-K of and for an interim reporting period, KMPG (or their successors as independent public accountants for the Company, ) may limit the Company shall instead furnish each Agent with a letter, addressed jointly to the Board scope of Directors of the Company and the Agents, to the effect set forth in Section 5(g) insofar as Section 5(g) relates to such additional financial information; provided further, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with either letter referred to above in this paragraph; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of (i) such letter substantially in the form of Exhibit D with respect to the period commencing with the beginning of the first fiscal quarter following the date of the most recent Annual Report on Form 10-K of the Company and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would but for this proviso be required to furnish such a letter and (ii) such letter to the effect set forth unaudited financial statements included in Section 5(g) with respect such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the Agents or such Purchaser, as the case may be, or counsel to the most recent Annual Report on Form 10-K of the CompanyAgents, such letter should cover such other information. (e) The Company agrees to offer to any person who shall have agreed to purchase Securities (including any Agent that has agreed to purchase Securities pursuant to Section 11 hereof) the right not to purchase such Securities if, on the settlement date for such purchase, the conditions set forth in Sections 5(a), (b), and (c), or any of them, shall not be satisfied.

Additional Covenants of the Company. The Company further covenants and agrees thatwith the Agents, the Forward Sellers and the Forward Purchasers as follows: (a) Each acceptance of a Placement Notice by the Company and each execution and delivery by the Company of an offer to purchase Securities a Terms Agreement shall be deemed to be (i) an affirmation that the representations representations, warranties and warranties agreements of the Company herein contained and contained in this Agreement any certificate delivered to the Agents, the Forward Sellers and the Forward Purchasers pursuant hereto are true and correct in all material respects at such Time of Acceptance or the time date of such acceptance Terms Agreement, as the case may be, and a covenant and (ii) an affirmation undertaking that such representations representations, warranties and warranties agreements will be true and correct at the on any applicable Time of Sale of such Securities and at the time of delivery to the purchaser of the Securities relating to such acceptance Settlement Date, as though made at and as of each such time, time (it being understood that such representations representations, warranties and warranties agreements shall relate to the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus as amended and supplemented to the time of such Placement Notice or Terms Agreement, at or before the Time of Sale Information and as the Prospectus as amended or supplemented at such timecase may be). (b) Promptly after Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (except by the filing with the Commission of each amendment of or supplement to the Registration Statement or the Prospectus under the Act any Incorporated Document (other than any amendment or supplement which relates only to the offering and sale of securities other than the Securities or which serves only to set forthan Annual Report on Form 10-K, or reflect a change in, the terms of any Securities or the principal amount of Securities remaining to be sold or any similar information), and each filing by the Company with the Commission of any Quarterly Report on Form 10-Q or Annual Current Report on Form 108-K that is required pursuant to Section 4(u)), any prospectus supplement filed pursuant to Section 4(b) hereof or an amendment or supplement relating solely to the issuance or offering of securities other than the Shares) or, unless a Placement Notice is then in effect and has not been suspended or the Settlement Date for any Shares previously sold has not yet occurred, at such later date selected by the Company incorporated by reference following such amendment or supplement (but, in any event, no later than the first date and time following such amendment or supplement on which the Company accepts a Placement Notice or enters into a Terms Agreement), (ii) there is a Settlement Date pursuant to a Terms Agreement, or (iii) otherwise as the ProspectusAgents, the Forward Sellers and the Forward Purchasers shall reasonably request, provided that the Agents, the Forward Sellers and the Forward Purchasers shall not make such a request during periods that the Company is not and will not be selling any Shares (each date referred to in clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Company shall, at unless the request of an AgentAgents, the Forward Sellers and the Forward Purchasers agree otherwise, furnish such Agent with or cause to be furnished to the Agents, the Forward Sellers and the Forward Purchasers a certificate certificate, dated and delivered as of the Chief Executive Officerapplicable Bring-Down Delivery Date, any Vice-Chairman, any Executive Vice President, the Chief Financial Officer, the Chief Operating Officer, the Corporate Treasurer or any other Executive Officer of the Company, dated the date of such amendment, supplement or filing, to the same effect tenor as the certificate referred to in Section 5(f)5(a)(i) hereof, modified as necessary to relate to the Registration Statement and Statement, the Prospectus or any Permitted Free Writing Prospectus as amended or and supplemented to the date time of delivery of such certificate; provided, howeveror, in lieu of such certificate, a certificate to the effect that the Company shall not be required during any period statements contained in which it has instructed each Agent the certificate referred to cease or each Agent has ceased soliciting offers in Section 5(a)(i) hereof furnished to purchase Securities to furnish each Agent with the Agents, the Forward Sellers and the Forward Purchasers are true and correct as of such certificate; provided Bring-Down Delivery Date as though made at and as of such date (except that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities such statements shall be subject deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate dated the latest date on which the Company would but for this proviso have been required to furnish such certificate). (c) Promptly after the filing with the Commission of each Quarterly Report on Form 10Each Bring-Q or Annual Report on Form 10-K of the CompanyDown Delivery Date, the Company shall, at unless the request of an AgentAgents, the Forward Sellers and the Forward Purchasers agree otherwise, furnish such Agent with a written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLPor cause to be furnished to the Agents, counsel for the Company, or such other counsel as is acceptable to each Agent, including in-house counselForward Sellers and the Forward Purchasers an opinion, dated and delivered as of the date on which such Form 10applicable Bring-Q or Form 10-K was filed with Down Delivery Date, of the Commission, same tenor as the opinion referred to the effect set forth in Section 5(d5(a)(v) hereof, and a letter, to the effect set forth in Section 5(e), but each modified as necessary to relate to the Registration Statement and Statement, the Prospectus or any Permitted Free Writing Prospectus as amended or and supplemented at to the time of delivery of such date; providedopinion, however, thator, in lieu of such opinion, such counsel may furnish each Agent with a letter substantially to the effect that such Agent the Agents, the Forward Sellers and the Forward Purchasers may rely on a prior the opinion delivered under referred to in Section 5(d) or this Section 6(c5(a)(v), or letter delivered under Section 5(e)furnished to the Agents, the Forward Sellers and the Forward Purchasers, to the same extent as if it though they were dated the date of such letter and the opinion (except that such statements therein related in such last opinion shall be deemed to relate to the Registration Statement and Statement, the Prospectus or any Permitted Free Writing Prospectus as amended or and supplemented at such date; provided further that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such opinion or letter; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the time of delivery of such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the Agentopinion). (d) Within Each Bring-Down Delivery Date, the Company shall, unless the Agents, the Forward Sellers and the Forward Purchasers agree otherwise, cause to be furnished to the Agents, the Forward Sellers and the Forward Purchasers, as applicable, (i) the written opinions and negative assurance letter of Gxxxxxx Procter LLP, counsel to the Company, and (ii) the written opinion of Gxxxxxx Procter LLP, tax counsel to the Company, each dated and delivered as of the applicable Bring-Down Delivery Date, of the same tenor as the opinions and letter referred to in Section 5(a)(ii) and Section 5(a)(iii) hereof, respectively, but modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such opinions and letter, or, in lieu of such opinions and letter, such counsel shall furnish the Agents, the Forward Sellers and the Forward Purchasers with letters substantially to the effect that the Agents, the Forward Sellers and the Forward Purchasers may rely on the opinions and letter referred to in Sections 5(a)(ii) and 5(a)(iii), furnished to the Agents, the Forward Sellers and the Forward Purchasers, to the same extent as though they were dated the date of such letters authorizing reliance (except that statements in such last opinions shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such letters authorizing reliance). (e) Each Bring-Down Delivery Date, the Company shall, unless the Agents, the Forward Sellers and the Forward Purchasers agree otherwise, cause KPMG LLP (or any successor audit firm) to furnish to the Agents, the Forward Sellers and the Forward Purchasers a reasonable time after each “comfort” letter, dated and delivered as of the applicable Bring-Down Delivery Date, of the same tenor as the letter referred to in Section 5(a)(iv) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date on which of such letter. (f) Each Bring-Down Delivery Date, to the extent required pursuant to Section 4(u) above, the Company shall, unless the Agents, the Forward Sellers and the Forward Purchasers agree otherwise, cause to be furnished to the Agents, the Forward Sellers and the Forward Purchasers a certificate of the chief financial officer of the Company of the same tenor as the certificate referred to in Section 4(u). (g) (i) No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission at the time the Company accepts a Placement Notice; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of the Agents, the Forward Sellers and the Forward Purchasers and no suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, will have occurred and be amended or supplemented to include additional financial information in effect at the time the Company accepts a Placement Notice; and (ii) the Registration Statement, the Prospectus or any document that contains additional financial informationPermitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, such in the light of the circumstances under which they were made, not misleading at the time the Company accepts a Placement Notice. (h) The Company shall reasonably cooperate with any reasonable due diligence review requested by the Agents, the Forward Sellers and the Forward Purchasers or their counsel from time to time in connection with the transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Placement and any Time of Sale or Time of Delivery, making available appropriate corporate officers of the Company and, upon reasonable request, representatives of KPMG LLP (or any successor audit firm) for an update on diligence matters with representatives of the Agents, the Forward Sellers and the Forward Purchasers and (ii) at each Bring-Down Delivery Date or otherwise as a the Agents, the Forward Sellers and the Forward Purchasers may reasonably request, providing information and making available documents and appropriate corporate officers of the Company and representatives of KPMG LLP (or any successor audit firm) for one or more due diligence sessions with representatives of the Agents, the Forward Sellers and the Forward Purchasers and their counsel. (i) To the extent required under applicable law, the Company shall disclose, in its Quarterly Report Reports on Form 10-Q, shall be incorporated by reference into the Prospectus, the Company shall cause PricewaterhouseCoopers LLP to furnish each Agent with a letter, addressed jointly to the Board of Directors of the Company and the Agents, substantially in the form attached hereto as Exhibit D; provided, however, that within a reasonable time after the filing with the Commission of each its Annual Report on Form 10-K and/or, at the Company’s option, in prospectus supplements to be filed by the Company from time to time, the number of the Shares and Forward Settlement Shares sold under this Agreement, any Forward Contract and any Terms Agreement, the net proceeds to the Company from the sale of the Shares and Forward Settlement Shares and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the relevant quarter or such shorter period determined by the Company, as the Company case may be. All opinions, letters and other documents referred to in Sections 6(b) through (e) above shall instead furnish each Agent with a letter, addressed jointly be reasonably satisfactory in form and substance to the Board of Directors of the Company and the Agents, to the effect set forth in Section 5(g) insofar as Section 5(g) relates to such additional financial information; provided furtherForward Sellers and the Forward Purchasers. The Agents, that the Forward Sellers and the Forward Purchasers will provide the Company shall not with such notice (which may be required during any period oral, and in which it has instructed each Agent to cease such case, will be confirmed via e-mail or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with either facsimile as soon as reasonably practicable thereafter) as is reasonably practicable under the circumstances when requesting an opinion, letter or other document referred to above in this paragraph; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of (iSections 6(b) such letter substantially in the form of Exhibit D with respect to the period commencing with the beginning of the first fiscal quarter following the date of the most recent Annual Report on Form 10-K of the Company and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would but for this proviso be required to furnish such a letter and (ii) such letter to the effect set forth in Section 5(g) with respect to the most recent Annual Report on Form 10-K of the Company. through (e) The Company agrees to offer to any person who shall have agreed to purchase Securities (including any Agent that has agreed to purchase Securities pursuant to Section 11 hereof) the right not to purchase such Securities if, on the settlement date for such purchase, the conditions set forth in Sections 5(a), (b), and (c), or any of them, shall not be satisfiedabove.

Additional Covenants of the Company. The Company covenants and agrees that: (a) Each acceptance by the Company it of an offer to for the purchase of Securities shall be deemed to be an affirmation to the Agent which procured the offer that the representations and warranties of the Company contained in this Agreement and in any certificate theretofore given to the Agents pursuant hereto are true and correct in all material respects at the time of such acceptance and a covenant acceptance, and an affirmation undertaking that such representations and warranties will be true and correct at the Time of Sale of such Securities and at the time of for delivery to the purchaser Purchasing Agent of the Securities relating to such acceptance as though made at and as of each such time, time (and it being is understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Information Prospectus and the Prospectus Disclosure Package, as amended or supplemented at such timesupplemented). (b) Promptly after the filing with the Commission of each amendment of or supplement to Each time that (i) the Registration Statement Statement, the Prospectus or the Prospectus under the Act Disclosure Package shall be amended or supplemented (other than any by a pricing supplement or an amendment or supplement which relates only to the offering and sale of securities other than the Securities or which serves only to set forth, or reflect providing solely for a change inin the interest rates or maturities of the Securities, the terms of any Securities a change in payment dates or the principal amount of Securities remaining to be sold or any similar informationchanges), and each filing by (ii) the Company with the Commission of any files an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q or Annual Report on Form 10-K of with the Company Commission that is incorporated by reference into the ProspectusProspectus or the Disclosure Package, (iii) if requested in writing by the Agents, the Company files a Current Report on Form 8-K required by Item 2 or Item 4 of Form 8-K with the Commission that is incorporated by reference into the Prospectus or the Disclosure Package or (iv) if requested in writing by any Agent prior to the offering of the Securities covered by a Terms Agreement, the Company accepts such Terms Agreement, the Company shall, at the request of an Agent, furnish such Agent with a certificate of the Chief Executive Officer, any Vice-Chairman, any Executive Vice President, the Chief Financial Officer, the Chief Operating Officer, the Corporate Treasurer or any other Executive Officer of the Company, dated the date within fifteen days of such amendment, supplement or filing, or, if applicable, such written request, furnish the Agents with a certificate of the President, Chief Executive Officer or Chief Financial Officer of the Company in form satisfactory to the Agents to the effect that the statements contained in the certificate referred to in Section 5(g) hereof which was last furnished to the Agents are true and correct at the time of such amendment, supplement or filing, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus and the Disclosure Package, each as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same effect tenor as the certificate referred to in said Section 5(f), 5(g) modified as necessary to relate to the Registration Statement Statement, the Prospectus and the Prospectus Disclosure Package, each as amended or and supplemented to the date time of delivery of such certificate; provided, however, that the Agents shall have no obligation to solicit offers to purchase the Securities until such certificate has been furnished to the Agents; provided, further, that, except if the Agents shall then hold any Securities acquired from the Company as principal (other than such Securities as shall not have been held for a period of six months or more), no certificate need be required given during any period in which it has the Agents have been instructed each Agent to cease or each Agent has ceased soliciting have suspended the solicitation and receipt of offers to purchase Securities but shall be required to furnish each Agent with such certificate; provided that be given before the obligation of each Agent to begin thereafter Agents shall again be obligated to solicit offers to purchase Securities shall be subject to the delivery of such certificate dated the latest date on which the Company would but for this proviso have been required to furnish such certificateSecurities. (c) Promptly after Each time that (i) the filing with Registration Statement, the Commission Prospectus or the Disclosure Package shall be amended or supplemented (other than by a pricing supplement or an amendment or supplement providing solely for a change in the interest rates or maturities of each the Securities, a change in payment dates or similar changes), (ii) the Company files an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q with the Commission that is incorporated by reference into the Prospectus or Annual the Disclosure Package, (iii) if requested in writing by the Agents, the Company files a Current Report on Form 108-K required by Item 2 or Item 4 of Form 8-K with the Commission that is incorporated by reference into the Prospectus or the Disclosure Package or (iv) if requested in writing by any Agent prior to the offering of the CompanySecurities covered by a Terms Agreement, the Company accepts such Terms Agreement, the Company shall, at the request within fifteen days of an Agentsuch amendment, supplement or filing, or, if applicable, such written request, furnish such Agent the Agents and their counsel with a written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the General Counsel of the Company, or such other counsel as is acceptable addressed to each Agent, including in-house counsel, the Agents and dated the date on which of delivery of such Form 10-Q or Form 10-K was filed with the Commissionopinion, in form satisfactory to the effect set forth Agents, of the same tenor as the opinion referred to in Section 5(d5(e) hereof, and a letterbut modified, to the effect set forth in Section 5(e)as necessary, but each modified as necessary to relate to the Registration Statement Statement, the Prospectus and the Prospectus Disclosure Package, each as amended or supplemented at to the time of delivery of such dateopinion; provided, however, that, that in lieu of such opinion, such counsel may furnish each Agent the Agents with a letter to the effect that such Agent the Agents may rely on a such prior opinion delivered under Section 5(d) or this Section 6(c), or letter delivered under Section 5(e), to the same extent as if though it were was dated the date of such letter and the authorizing reliance (except that statements therein related in such prior opinion shall be deemed to relate to the Registration Statement Statement, the Prospectus and the Prospectus Disclosure Package, each as amended or supplemented at to the time of delivery of such dateletter authorizing reliance); provided further provided, further, that the Agents shall have no obligation to solicit offers to purchase the Securities until such opinion or letter, as applicable, has been furnished to the Agents; and provided, further, that, except if the Agents shall then hold any Securities acquired from the Company as principal (other than such Securities as each Agent shall not have held for a period of six months or more), no opinion or certificate need be required given during any period in which it has the Agents have been instructed each Agent to cease or each Agent has ceased soliciting have suspended the solicitation and receipt of offers to purchase Securities but shall be required to furnish each Agent with such opinion or letter; provided that be given before the obligation of each Agent to begin thereafter Agents shall again be obligated to solicit offers to purchase Securities shall be subject to the delivery of such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the AgentSecurities. (d) Within a reasonable Each time after each date on which that (i) the Registration Statement Statement, the Prospectus or the Prospectus Disclosure Package shall be amended or supplemented to include additional financial information (other than by a pricing supplement or any document that contains additional financial informationan amendment or supplement providing solely for a change in the interest rates or maturities of the Securities, such as a change in payment dates or similar changes), (ii) the Company files an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q, shall be Q with the Commission that is incorporated by reference into the ProspectusProspectus or the Disclosure Package, (iii) if requested in writing by the Agents, the Company files a Current Report on Form 8-K required by Item 2 or Item 4 of Form 8-K with the Commission that is incorporated by reference into the Prospectus or the Disclosure Package or (iv) if requested in writing by any Agent prior to the offering of the Securities covered by a Terms Agreement, the Company accepts such Terms Agreement, the Company shall, within fifteen days of such amendment, supplement or filing, or, if applicable, such written request, furnish the Agents and their counsel with a written opinion of Xxxxx and Xxxxxxx LLP, counsel to the Company, addressed to the Agents and dated the date of delivery of such opinion, in form satisfactory to the Agents, of the same tenor as the opinion referred to in Section 5(f) hereof, but modified, as necessary, to relate to the Registration Statement, the Prospectus and the Disclosure Package, each as amended or supplemented to the time of delivery of such opinion; provided, however, that in lieu of such opinion, such counsel may furnish the Agents with a letter to the effect that the Agents may rely on such prior opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that the statements in such prior opinion shall be deemed to relate to the Registration Statement, the Prospectus and the Disclosure Package, each as amended or supplemented to the time of delivery of such letter reauthorizing reliance); provided, further, that the Agents shall have no obligation to solicit offers to purchase the securities until such opinion and letter has been furnished to the Agents; and provided, further, that, except if the Agents shall then hold any Securities acquired from the Company as principal (other than such Securities as shall have been held for a period of six months or more), no opinion or letter need be given during any period in which the Agents have been instructed to or have suspended the solicitation and receipt of offers to purchase Securities but shall be required to be given before the Agents shall again be obligated to solicit offers to purchase the Securities. (e) Each time that (i) the Registration Statement, the Prospectus or the Disclosure Package shall be amended or supplemented (other than by a pricing supplement or an amendment or supplement providing solely for a change in the interest rates or maturities of the Securities, a change in payment dates or similar changes), (ii) the Company files an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q with the Commission that is incorporated by reference into the Prospectus or the Disclosure Package, (iii) if requested in writing by the Agents, the Company files a Current Report on Form 8-K required by Item 2 or Item 4 of Form 8-K with the Commission that is incorporated by reference into the Prospectus or the Disclosure Package or (iv) if requested in writing by any Agent prior to the offering of the Securities covered by a Terms Agreement, the Company accepts such Terms Agreement, the Company shall, within fifteen days of such amendment, supplement or filing, or, if applicable, such written request, cause PricewaterhouseCoopers Deloitte and Touche LLP (or successor independent public accountants with respect to the Company within the meaning of the Securities Act and the rules and regulations thereunder), to furnish each Agent with the Agents a letter, addressed jointly to the Board of Directors of the Company and the Agents and dated the date of delivery of such letter, in form and substance reasonably satisfactory to the Agents, substantially of the same tenor as the letter referred to in Section 5(h) hereof but modified to relate to the Registration Statement, the Prospectus and the Disclosure Package, each as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the form attached hereto as Exhibit Dfinancial statements and other information derived from the accounting records of the Company; provided, however, that within a reasonable time after the filing with Agents shall have no obligation to solicit offers to purchase the Commission of each Annual Report on Form 10-K of the Company, the Company shall instead furnish each Agent with a letter, addressed jointly Securities until such letter has been furnished to the Board of Directors of the Company and the Agents; provided, to the effect set forth in Section 5(g) insofar as Section 5(g) relates to such additional financial information; provided further, that except if the Agents shall then hold any Securities acquired from the Company as principal (other than such Securities as shall not have been held for a period of six months or more), no letter need be required given during any period in which it has the Agents have been instructed each Agent to cease or each Agent has ceased soliciting have suspended the solicitation and receipt of offers to purchase Securities but shall be required to furnish each Agent with either letter referred to above in this paragraph; provided that be given before the obligation of each Agent to begin thereafter Agents shall again be obligated to solicit offers to purchase Securities shall be subject to the delivery of (i) such letter substantially in the form of Exhibit D with respect to the period commencing with the beginning of the first fiscal quarter following the date of the most recent Annual Report on Form 10-K of the Company and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would but for this proviso be required to furnish such a letter and (ii) such letter to the effect set forth in Section 5(g) with respect to the most recent Annual Report on Form 10-K of the CompanySecurities. (ef) The On request from time to time by any Agent, the Company agrees to offer to any person who shall have agreed to purchase will advise the Agents of the amount of Securities (including any Agent that has agreed to purchase Securities sold pursuant to Section 11 hereof) the right not to purchase such Securities if, on the settlement date for such purchase, the conditions set forth in Sections 5(a), (b), and (c), or any of them, shall not be satisfiedthis agreement.

Additional Covenants of the Company. The Company agrees that: (a) Each acceptance by the Company of an offer to purchase Program Securities shall be deemed to be an affirmation that the representations and warranties of the Company contained in this Agreement are true and correct in all material respects at the time of such acceptance and a covenant and an affirmation that such representations and warranties will be true and correct at the Time of Sale of such Securities and at the time of delivery to the purchaser of the Program Securities relating to such acceptance as though made at and as of such time, it being understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Information and the Prospectus as amended or supplemented at such time. (b) Promptly after the filing with the Commission of each amendment of or supplement to the Registration Statement or the Prospectus under the Act (other than (i) information filed or furnished to the Commission in a Current Report on Form 8-K (or any successor form thereto); (ii) an exhibit to the Registration Statement or Prospectus that does not relate to the Program Securities; (iii) any amendment or supplement which relates only to the offering and sale of securities other than the Program Securities or which serves only to set forth, or reflect a change in, the terms of any Program Securities or the principal amount of Program Securities remaining to be sold or any similar information), and each filing by the Company with the Commission of any Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company incorporated by reference into the Prospectus, the Company shall, at the request of an Agent, shall furnish such each Agent with a certificate of the Chief Executive OfficerChairman of the Board, the President, any Vice-Chairman, any Executive Vice President, the Chief Financial Officer, the Chief Operating OfficerTreasurer, the Corporate Treasurer any Assistant Treasurer, or any other Executive Officer of the Company, dated the date of such amendment, supplement or filing, filing to the same effect as the certificate referred to in Section 5(f6(e), modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such certificate; provided, however, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Program Securities to furnish each Agent with such certificate; , provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Program Securities shall be subject to the delivery of such certificate dated the latest date on which the Company would would, but for this proviso proviso, have been required to furnish such certificate. (c) Promptly after the filing with the Commission of each Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company, the Company shall, at the request of an Agent, shall furnish such each Agent requesting it with a written opinion of Xxxxxxx Xxxxxxx Simpson Thacher & Xxxxxxxx Bartlett LLP, counsel for the Company, or such other counsel as is acceptable xxxxx xxxxxxx xs ix xxxxxxable to each Agent, including in-house counsel, dated the date on which such Form 10-Q or Form 10-K was filed with the Commission, to the effect set forth in Section 5(d6(d) hereof, and a letter, to the effect set forth in Section 5(e), but each modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented at such date; provided, however, that, that in lieu of such opinion, such counsel may furnish each Agent with a letter to the effect that such Agent may rely on a prior opinion delivered under Section 5(d6(d) or this Section 6(c), or letter delivered under Section 5(e), 7(c) to the same extent as if it were dated the date of such letter and the statements therein related to the Registration Statement and the Prospectus as amended or supplemented at such date; provided further further, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Program Securities to furnish each Agent with such opinion or letter; , provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Program Securities shall be subject to the delivery of such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the Agent. (d) Within a reasonable time after each date on which the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or any document that contains additional financial information, such as a Quarterly Report on Form 10-Q, shall be incorporated by reference into the Prospectus, the Company shall cause PricewaterhouseCoopers LLP or KPMG LLP, as the case may be, to furnish each Agent with a letter, addressed jointly to the Board of Directors of the Company and the AgentsAgents and dated such date, substantially in the form attached hereto as Exhibit DE; provided, however, that within a reasonable time after the filing with the Commission of each Annual Report of the Company on Form 10-K of the CompanyK, the Company shall instead furnish each Agent with a letter, letter addressed jointly to the Board of Directors of the Company and the AgentsAgents and dated such date, to the effect set forth in Section 5(g6(f) or 6(g), as the case may be, insofar as Section 5(g6(f) or 6(g), as the case may be, relates to such additional financial information; provided further, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Program Securities to furnish each Agent with either letter referred to above in this paragraph; , provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Program Securities shall be subject to the delivery of (i) such letter substantially in the form of Exhibit D E with respect to the period commencing with the beginning of the first fiscal quarter following the date of the most recent Annual Report of the Company on Form 10-K of the Company and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would would, but for this proviso proviso, be required to furnish such a letter and (ii) such letter to the effect set forth in Section 5(g6(f) or 6(g), as the case may be, with respect to the most recent Annual Report of the Company on Form 10-K K. (e) In the event that the Company appoints an Additional Agent pursuant to Section 3(c) of this Agreement, the CompanyCompany shall cause PricewaterhouseCoopers LLP or KPMG LLP, as the case may be, to deliver a letter addressed to the Company and such Additional Agent (a "Reliance Letter") entitling such Additional Agent to the benefits of any letter delivered by PricewaterhouseCoopers LLP or KPMG LLP, as the case may be, pursuant to paragraph (d) of this Section 7. (ef) In the event that the Company appoints an Additional Agent pursuant to Section 3(c) of this Agreement, the Company shall furnish such Additional Agent(s) requesting it with a written opinion of Simpson Thacher & Bartlett LLP, counsel for the Company, or such xxxxx xxxxxxx xs ix xxxxxxable to such Additional Agent, to the effect set forth in Section 6(d) or Section 7(c) hereof, but modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented at the date of the latest filing by the Company of a Quarterly Report on Form 10-Q or Annual Report on Form 10-K; provided, however, that in lieu of such opinion, such counsel may furnish each Additional Agent with a letter to the effect that such Additional Agent may rely on a prior opinion delivered under Section 6(d) or Section 7(c) to the same extent as if it were dated the date of such Form 10-Q or Form 10-K filing and the statements therein related to the Registration Statement and the Prospectus as amended or supplemented at such date; provided further, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Program Securities to furnish each Agent with such opinion or letter, provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Program Securities shall be subject to the delivery of such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the Agent. (g) The Company agrees to offer to any person who shall have agreed to purchase Program Securities (including any Agent that has agreed to purchase Program Securities pursuant to Section 11 4 hereof) the right not to purchase such Program Securities if, on the settlement date Settlement Date for such purchase, the conditions set forth in Sections 5(a), 6(a) and (b), and (c), or any either of them, shall not be satisfied. (h) The Company will, pursuant to reasonable procedures developed in good faith, retain for a period of not less than three years copies of each Free Writing Prospectus and other Time of Sale Information that is not filed with the Commission in accordance with Rule 433 under the Act and maintain records regarding the timing of the delivery of all applicable Time of Sale Information. (i) The Company will at all times use its best efforts to comply with the disclosure requirements under the Act and Exchange Act relating to its status as a "well-known seasoned issuer", as defined in Rule 405 of the Act, which efforts will include the filing of all reports and materials set forth in section 1(i) of the definition of Ineligible Issuer as defined in Rule 405 of the Act. The Company will notify the Agents in writing promptly after learning of any event or circumstance that may affect its status as a "well-known seasoned issuer." (j) The Company will pay any filing fees required by Rule 457 of the Act in connection with filing Time of Sale Information and each Free Writing Prospectus, by the times required under the Act. (k) The Company agrees that any other security that is added to the Program Securities by post-effective amendment to the Registration Statement shall be duly authorized by the Company. The Company shall provide to Agents officers' certificates or opinions of counsel or comfort letters relating to such security as the Agents may reasonably request.

Additional Covenants of the Company. The Company agrees that: (a) Each acceptance by the Company of an offer to purchase Securities shall be deemed to be an affirmation that the representations and warranties of the Company contained in this Agreement are true and correct in all material respects at the time of such acceptance and a covenant and an affirmation that such representations and warranties will be true and correct at the Time of Sale of such Securities and at the time of delivery to the purchaser of the Securities relating to such acceptance as though made at and as of such time, it being understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Information and the Prospectus as amended or supplemented at such time. (b) Promptly after the filing with the Commission of each amendment of or supplement to the Registration Statement or the Prospectus under the Act (other than any amendment or supplement which relates only to the offering and sale of securities other than the Securities or which serves only to set forth, or reflect a change in, the terms of any Securities or the principal amount of Securities remaining to be sold or any similar information), and each filing by the Company with the Commission of any Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company incorporated by reference into the Prospectus, the Company shall, at the request of an Agent, shall furnish such each Agent with a certificate of the Chief Executive OfficerChairman of the Board, the President, any Vice-Chairman, any Executive Vice President, the Chief Financial Officer, the Chief Operating Officer, the Corporate Treasurer or any other Executive Officer of the Company, dated the date of such amendment, supplement or filing, to the same effect as the certificate referred to in Section 5(f), modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such certificate; provided, however, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such certificate; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of such certificate dated the latest date on which the Company would but for this proviso have been required to furnish such certificate. (c) Promptly after the filing with the Commission of each Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company, the Company shall, at the request of an Agent, shall furnish such each Agent requesting it with a written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLPXxxxxxxx, counsel for the Company, or such other counsel as is acceptable to each Agent, including in-house counsel, dated the date on which such Form 10-Q or Form 10-K was filed with the Commission, to the effect set forth in Section 5(d5(e) hereof, and a letter, to the effect set forth in Section 5(e), but each modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented at such date; provided, however, that, in lieu of such opinion, such counsel may furnish each Agent with a letter to the effect that such Agent may rely on a prior opinion delivered under Section 5(d5(e) or this Section 6(c), or letter delivered under Section 5(e), ) to the same extent as if it were dated the date of such letter and the statements therein related to the Registration Statement and the Prospectus as amended or supplemented at such date; provided further that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such opinion or letter; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the Agent. (d) Within a reasonable time after each date on which the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or any document that contains additional financial information, such as a Quarterly Report on Form 10-Q, shall be incorporated by reference into the Prospectus, the Company shall cause PricewaterhouseCoopers LLP to furnish each Agent with a letter, addressed jointly to the Board of Directors of the Company and the AgentsAgents and dated such date, substantially in the form attached hereto as Exhibit D; provided, however, that within a reasonable time after the filing with the Commission of each Annual Report of the Company on Form 10-K of the CompanyK, the Company shall instead furnish each Agent with a letter, letter addressed jointly to the Board of Directors of the Company and the AgentsAgents and dated the date of such filing, to the effect set forth in Section 5(g) insofar as Section 5(g) relates to such additional financial information; provided further, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with either letter referred to above in this paragraph; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of (i) such letter substantially in the form of Exhibit D with respect to the period commencing with the beginning of the first fiscal quarter following the date of the most recent Annual Report of the Company on Form 10-K of the Company and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would but for this proviso be required to furnish such a letter and (ii) such letter to the effect set forth in Section 5(g) with respect to the most recent Annual Report of the Company on Form 10-K of the Company.K. (e) The Company agrees to offer to any person who shall have agreed to purchase Securities (including any Agent that has agreed to purchase Securities pursuant to Section 11 hereof) the right not to purchase such Securities if, on the settlement date for such purchase, the conditions set forth in Sections 5(a), (b), and (c), or any of them, shall not be satisfied.

Additional Covenants of the Company. The Company covenants and agrees that: (a) Each acceptance by the Company it of an offer for the purchase of Securities, and each sale of Securities to purchase Securities you (whether to you as principal or through you as agent), shall be deemed to be an affirmation that the representations and warranties of the Company contained in this Agreement and in any certificate theretofore delivered to you pursuant hereto are true and correct in all material respects at the time of such acceptance and a covenant or sale, as the case may be, and an affirmation undertaking that such representations and warranties will be true and correct at the Time of Sale of such Securities and at the time of delivery to the purchaser or his agent, or you, as the case may be, of the Securities relating to such acceptance relevant Securities, as though made at and as of each such time, time (and it being is understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Information General Disclosure Package and the Prospectus as amended or and supplemented at to each such time). (b) Promptly after the filing with the Commission of each amendment of or supplement to Each time that the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Act shall be amended or supplemented (other than any by an amendment or supplement which relates only relating solely to the offering and sale terms of securities other than the Securities or which serves only to set forth, or reflect a change in, the terms of any Securities or in the principal amount of Securities remaining to be sold or any similar information), and each filing by the Company changes) or there is filed with the Commission of any Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Company document incorporated by reference into in the ProspectusGeneral Disclosure Package or the Prospectus (other than by an amendment or supplement relating solely to the terms of the Securities or a change in the principal amount of the Securities remaining to be sold or similar changes) or if the Company sells Securities to you pursuant to a Terms Agreement and such Terms Agreement so provides, the Company shall, at the request of an Agentif so requested by you or if so required by such Terms Agreement, furnish or cause to be furnished to you (or, if such Agent with certificate is being furnished pursuant to a certificate of the Chief Executive Officer, any Vice-Chairman, any Executive Vice President, the Chief Financial Officer, the Chief Operating Officer, the Corporate Treasurer or any other Executive Officer of the Company, dated the date of such amendment, supplement or filingTerms Agreement, to the same Agent or Agents party thereto) forthwith a certificate in a form satisfactory to you (or, if such certificate is being furnished pursuant to a Terms Agreement, to the Agent or Agents party thereto) to the effect as that the certificate statements contained in the certificates referred to in Section 5(f5(b) hereof which were last furnished to you are true and correct at the time of such amendment or supplement or filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement, the General Disclosure Package and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, certificates of the same tenor as the certificates referred to in said Section 5(b), modified as necessary to relate to the Registration Statement Statement, the General Disclosure Package and the Prospectus as amended or and supplemented to the date time of such certificate; provided, however, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such certificate; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of such certificate dated the latest date on which the Company would but for this proviso have been required to furnish such certificatecertificates. (c) Promptly after If the filing with the Commission of each Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the CompanyCompany sells Securities to you pursuant to a Terms Agreement and such Terms Agreement so provides, the Company shall, at the request of an Agentif so required by such Terms Agreement, furnish or cause to be furnished forthwith to you (or, if such certificate is being furnished pursuant to a Terms Agreement, to the Agent with or Agents party thereto) a written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxx Xxxxx LLP, counsel for to the Company, or such other counsel as is acceptable satisfactory to each Agent, including in-house counselthe Agents receiving such opinion, dated the date on which of delivery of such Form 10-Q or Form 10-K was filed with the Commissionopinion, in a form satisfactory to the effect set forth Agents receiving such opinion, of the same tenor as the opinions referred to in Section 5(d) hereof, and a letter, to the effect set forth in Section 5(eSections 5(a)(1), hereof but each modified modified, as necessary necessary, to relate to the Registration Statement Statement, the General Disclosure Package and the Prospectus as amended or and supplemented at to the time of delivery of such date; provided, however, thatopinions or, in lieu of such opinionopinions, counsel last furnishing each such counsel may opinion to the Agents shall furnish each to the Agent with or Agents entitled to receive such opinion a letter to the effect that such Agent or Agents may rely on a prior such last opinion delivered under Section 5(d) or this Section 6(c), or letter delivered under Section 5(e), to the same extent as if though it were was dated the date of such letter and the authorizing reliance (except that statements therein related in such last opinion shall be deemed to relate to the Registration Statement Statement, the General Disclosure Package and the Prospectus as amended or and supplemented at such date; provided further that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with such opinion or letter; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the time of delivery of such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the Agentauthorizing reliance). (d) Within If the Company sells Securities to you pursuant to a reasonable time after each Terms Agreement and such Terms Agreement so provides, the Company shall, if so required by such Terms Agreement, cause PricewaterhouseCoopers LLP (or another nationally recognized firm of independent public accountants) forthwith to furnish you (or, if such letter is being furnished pursuant to a Terms Agreement, to the Agent or Agents party thereto) a letter, dated the date on which of filing of such amendment, supplement or document with the Commission, or the date of such sale, as the case may be, in a form satisfactory to the Agent or Agents entitled to receive such letter, of the same tenor as the letters previously delivered pursuant to Section 5(c) hereof but modified to relate to the Registration Statement or Statement, the Prospectus shall be amended or supplemented to include additional financial information or any document that contains additional financial information, such as a Quarterly Report on Form 10-Q, shall be incorporated by reference into General Disclosure Package and the Prospectus, as amended and supplemented to the Company shall cause PricewaterhouseCoopers LLP to furnish each Agent with a date of such letter, addressed jointly with such changes as may be necessary to reflect changes in the Board of Directors financial statements and other information derived from the accounting records of the Company and the Agents, substantially in the form attached hereto as Exhibit DCompany; provided, however, that within a reasonable time after if the filing with the Commission of each Annual Report on Form 10-K of the CompanyRegistration Statement, the Company shall instead furnish each Agent with General Disclosure Package or the Prospectus is amended or supplemented solely to include financial information as of and for a letterfiscal quarter, addressed jointly to PricewaterhouseCoopers LLP (or another nationally recognized firm of independent public accountants) may limit the Board scope of Directors of the Company and the Agents, to the effect set forth in Section 5(g) insofar as Section 5(g) relates to such additional financial information; provided further, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Securities to furnish each Agent with either letter referred to above in this paragraph; provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Securities shall be subject to the delivery of (i) such letter substantially in the form of Exhibit D with respect to the period commencing with the beginning of the first fiscal quarter following the date of the most recent Annual Report on Form 10-K of the Company and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would but for this proviso be required to furnish such a letter and (ii) such letter to the effect set forth unaudited financial statements included in Section 5(g) with respect to such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the most recent Annual Report on Form 10-K reasonable judgment of the CompanyAgent or Agents entitled to receive such letter, such letter should cover such other information. (e) The Company agrees to offer to any person who shall have agreed to purchase Securities (including any Agent that has agreed to purchase Securities pursuant to Section 11 hereof) the right not to purchase such Securities if, on the settlement date for such purchase, the conditions set forth in Sections 5(a), (b), and (c), or any of them, shall not be satisfied.