Common use of Additional Covenants of the Issuer Clause in Contracts

Additional Covenants of the Issuer. The Issuer agrees that: (a) Each acceptance by the Issuer of an offer for the purchase of Securities (whether through an Agent as agent or to one or more Agents as principal) and each delivery of Securities (whether through an Agent as agent or to one or more Agents as principal) shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance and a covenant that such representations and warranties will be true and correct 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 Prospectus as amended or supplemented at each such time. Each such acceptance by the Issuer of an offer for the purchase of Securities shall be deemed to constitute an additional representation, warranty and agreement by the Issuer that, as of the settlement date for the sale of such securities, after giving effect to the issuance of such Securities, of any other Securities to be issued on or prior to such settlement date and of any other Registered Securities to be issued and sold by the Issuer on or prior to such settlement date, the aggregate amount of Registered Securities (including any Securities) which have been issued and sold by the Issuer will not exceed the amount of Registered Securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement (i) that relates to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities) (each such time being herein referred to as a "Representation Date"), the Issuer shall, concurrently with such amendment or supplement, furnish the Agents with a certificate, dated the date of delivery thereof, of the President or any Vice President, and by the Treasurer, the Controller, the Secretary or any Assistant Treasurer, Assistant Controller or Assistant Secretary of the Issuer, in form satisfactory to the Agents, 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 Agents are true and correct at the time of such amendment or supplement 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 or supplemented at such time and except that the statements contained in the certificate covering the matters set forth in clause (ii) of Section 5(e) shall be deemed to relate to the time of delivery of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(e), modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented at the time of delivery of such certificate and, in the case of the matters set forth in clause (ii) of Section 5(e), to the time of delivery of such certificate; provided, however, that the Issuer shall deliver such certificate with respect to a Representation Date arising from the incorporation by reference into the Prospectus of a current report on Form 8-K or a quarterly report on Form 10-Q only upon the reasonable request of the Agents. (c) At each Representation Date, the Issuer shall, if reasonably requested by the Agents, concurrently furnish the Agents with a written opinion or opinions, dated the date of such Representation Date, of Issuer Counsel or Cravath, Swaine & Xxxxx, in form satisfactory to the Agents, to the effect set forth in Section 5(d) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date; provided, however, that in lieu of such opinion or opinions, counsel may furnish the Agents with a letter or letters to the effect 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 such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (d) At each Representation Date on which the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information as a result of filing of the Issuer's Annual Report on Form 10-K, and upon the reasonable request of the Agents, the Issuer shall cause PWC concurrently to furnish the Agents with a letter, addressed jointly to the Issuer and the Agents and dated the date of such Representation Date, in form and substance satisfactory to the 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 Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Issuer; 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, PWC may limit the scope of such letter to the audited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or 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 shall be agreed upon by the Agents. (e) The Issuer agrees that any obligation of a person who has agreed to purchase Securities as the result of solicitation by any Agent pursuant hereto to make payment for and take delivery of such Securities shall be subject to (i) the accuracy, on the related settlement date fixed pursuant to the Procedures, of the Issuer's representation and warranty deemed to be made to the Agents pursuant to the last sentence of subsection (a) of this Section 6, and (ii) the satisfaction, on such settlement date, of each of the conditions set forth in Sections 5(a), (b) and (c), 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. (f) The Issuer agrees to make generally available to its security holders "earning statements" satisfying the provisions of Section 11(a) of the Securities Act of 1933 and Rule 158 thereunder, which requirement is deemed satisfied under such Rule through the Issuer's timely filing of periodic reports under Section 13 or 15(d) of the Exchange Act of 1934.

Additional Covenants of the Issuer. The Issuer agrees that: (a) Each acceptance by the Issuer of an offer for the purchase of Securities (whether through an solicited by any Agent as agent or to one or more Agents as principal) and each delivery of Securities (whether through an Agent as agent or to one or more Agents as principal) pursuant hereto shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance and a covenant that such representations and warranties will be true and correct 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 Prospectus as amended or supplemented at each such time. Each such acceptance by the Issuer of an offer for the purchase of Securities shall be deemed to constitute an additional representation, warranty and agreement by the Issuer that, as of the settlement date for the sale of such securitiesSecurities, after giving effect to the issuance of such Securities, of any other Securities to be issued on or prior to such settlement date and of any other Registered Securities to be issued and sold by the Issuer on or prior to such settlement date, the aggregate amount of Registered Securities (including any Securities) which have been issued and sold by the Issuer will not exceed the amount of Registered Securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement (i) that relates to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities) (each such time being herein referred to as a "Representation Date"), the Issuer shall, concurrently with such amendment or supplementif reasonably requested by the Agents, furnish the Agents with a certificate, dated the date of delivery thereof, of the President Chief Executive Officer or any Vice President, President and by the Treasurer, the Controller, the Secretary or any Assistant Treasurer, Assistant Controller or Assistant Secretary any principal financial or accounting officer of the Issuer, in form satisfactory to the Agents, 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 Agents are true and correct at the time of such amendment or supplement 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 or supplemented at such time and except that the statements contained in the certificate covering the matters set forth in clause (ii) of Section 5(e) shall be deemed to relate to the time of delivery of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(e), modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented at the time of delivery of such certificate and, in the case of the matters set forth in clause (ii) of Section 5(e), to the time of delivery of such certificate; provided, however, that the Issuer shall deliver such certificate with respect to a Representation Date arising from the incorporation by reference into the Prospectus of a current report on Form 8-K or a quarterly report on Form 10-Q only upon the reasonable request of the Agents. (c) At each Representation Date, the Issuer shall, if reasonably requested by the Agents, concurrently furnish the Agents with a written opinion or opinions, dated the date of such Representation Date, of inside counsel for the Issuer Counsel or Cravath, Swaine & Xxxxx, in form satisfactory to the Agents, to the effect set forth in Section 5(d) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date; provided, however, that in lieu of such opinion or opinions, counsel may furnish the Agents with a letter or letters to the effect 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 such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (d) At each Representation Date on which the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information as a result of filing of the Issuer's Annual Report on Form 10-KDate, and upon the reasonable request of the Agents, the Issuer shall cause PWC Price Waterhouse concurrently to furnish the Agents with a letter, addressed jointly to the Issuer and the Agents and dated the date of such Representation Date, in form and substance satisfactory to the 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 Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Issuer; 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, PWC Price Waterhouse may limit the scope of such letter to the audited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or 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 shall be agreed upon by the Agents. (e) The Issuer agrees that any obligation of a person who has agreed to purchase Securities as the result of solicitation by any Agent pursuant hereto to make payment for and take delivery of such Securities shall be subject to (i) the accuracy, on the related settlement date fixed pursuant to the Procedures, of the Issuer's representation and warranty deemed to be made to the Agents pursuant to the last sentence of subsection (a) of this Section 6, and (ii) the satisfaction, on such settlement date, of each of the conditions set forth in Sections 5(a), (b) and (c), 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. (f) The Issuer agrees to make generally available to its security holders "earning statements" satisfying the provisions of Section 11(a) of the Securities Act of 1933 and Rule 158 thereunder, which requirement is deemed satisfied under such Rule through the Issuer's timely filing of periodic reports under Section 13 or 15(d) of the Exchange Act of 1934.

Additional Covenants of the Issuer. The 7.1 Upon and as soon as possible after the issuance of Common Shares, the Issuer hereby irrevocably covenants and agrees with the Purchaser that, for a period of two years after the Closing Date and provided that the Purchaser beneficially owns not less than ten (10%) percent of the issued and outstanding common shares of the Issuer at the time, the Purchaser shall have the right to: (a) Each acceptance by the Issuer of an offer for the purchase of Securities (whether through an Agent as agent or to appoint one or more Agents as principal) and each delivery of Securities (whether through an Agent as agent or to one or more Agents as principal) shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance and a covenant that such representations and warranties will be true and correct at the time of delivery nominee to the purchaser Issuer’s board of directors (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 Prospectus as amended or supplemented at each such time. Each such acceptance by the Issuer of an offer for the purchase of Securities shall be deemed to constitute an additional representation, warranty and agreement by the Issuer that, as of the settlement date for the sale of such securities, after giving effect to the issuance of such Securities, of any other Securities to be issued on or prior to such settlement date and of any other Registered Securities to be issued and sold by the Issuer on or prior to such settlement date, the aggregate amount of Registered Securities (including any Securities) which have been issued and sold by the Issuer will not exceed the amount of Registered Securities registered pursuant to the Registration Statement.“Purchaser’s Nominee”); and (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement (i) that relates to an offering participate, on a pro rata basis, in any future equity financing undertaken by the Issuer (excluding stock options granted pursuant to the Issuer’s stock option plan and the exercise of Registered Securities other than existing share purchase warrants). For greater certainty, the Securities or (ii) that solely specifies the terms Purchaser’s pro rata right to participate in any future equity financing of the Securities) Issuer pursuant to subsection (each such time being herein referred to as a "Representation Date"), the Issuer shall, concurrently with such amendment or supplement, furnish the Agents with a certificate, dated the date of delivery thereof, of the President or any Vice President, and by the Treasurer, the Controller, the Secretary or any Assistant Treasurer, Assistant Controller or Assistant Secretary of the Issuer, in form satisfactory to the Agents, 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 Agents are true and correct at the time of such amendment or supplement 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 or supplemented at such time and except that the statements contained in the certificate covering the matters set forth in clause (ii) of Section 5(eb) shall be deemed determined as follows: _____________________________ X Total Number of Securities Offered for Sale in Equity Financing = Purchaser’s Pro Rata Entitlement to relate to Participate Total Issued and Outstanding Common Shares 7.2 The covenants and agreements contained in Section 7.1 will survive the time of delivery of such certificate) or, in lieu of such certificate, a certificate Closing for the benefit of the same tenor as Purchaser. 7.3 The Issuer acknowledges that the certificate referred to in Section 5(e), modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented at the time of delivery of such certificate and, in the case of the matters set forth in clause (ii) Purchaser would be irreparably harmed if any provision of Section 5(e)7.1 was not fulfilled or met by the Issuer in accordance with its terms, to the time of delivery of and that any such certificate; provided, however, harm could not be compensated reasonably or adequately in damages. The Issuer further acknowledges that the Issuer shall deliver such certificate with respect Purchaser will be entitled to a Representation Date arising from the incorporation by reference into the Prospectus of a current report on Form 8-K or a quarterly report on Form 10-Q only upon the reasonable request of the Agents. (c) At each Representation Date, the Issuer shall, if reasonably requested by the Agents, concurrently furnish the Agents with a written opinion or opinions, dated the date of such Representation Date, of Issuer Counsel or Cravath, Swaine & Xxxxx, in form satisfactory to the Agents, to the effect set forth in Section 5(d) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date; provided, however, that in lieu of such opinion or opinions, counsel may furnish the Agents with a letter or letters to the effect 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 such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (d) At each Representation Date on which the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information as a result of filing of the Issuer's Annual Report on Form 10-K, and upon the reasonable request of the Agents, the Issuer shall cause PWC concurrently to furnish the Agents with a letter, addressed jointly to the Issuer and the Agents and dated the date of such Representation Date, in form and substance satisfactory to the 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 Representation Date, with such changes as may be necessary to reflect changes in the financial statements injunctive and other information derived from the accounting records of the Issuer; provided, however, that if the Registration Statement equitable relief to prevent or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PWC may limit the scope of such letter to the audited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or 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 shall be agreed upon by the Agents. (e) The Issuer agrees that any obligation of a person who has agreed to purchase Securities as the result of solicitation by any Agent pursuant hereto to make payment for and take delivery of such Securities shall be subject to (i) the accuracy, on the related settlement date fixed pursuant to the Procedures, of the Issuer's representation and warranty deemed to be made to the Agents pursuant to the last sentence of subsection (a) of this Section 6, and (ii) the satisfaction, on such settlement date, of each of the conditions set forth in Sections 5(a), (b) and (c), 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 restrain breaches of any such person. (f) The Issuer agrees to make generally available to its security holders "earning statements" satisfying of the provisions of Section 11(a) 7.1, or to enforce the terms and provisions thereof, by an action instituted in a court of the Securities Act of 1933 and Rule 158 thereundercompetent jurisdiction, which requirement is deemed satisfied under such Rule through remedy or remedies are in addition to any other remedy to which the Issuer's timely filing of periodic reports under Section 13 Purchaser may be entitled at law or 15(d) of the Exchange Act of 1934in equity.

Additional Covenants of the Issuer. The Issuer agrees that: (a) Each acceptance by the Issuer of an offer for the purchase of Securities (whether through an Agent as agent or to one or more Agents as principal) and each delivery of Securities (whether through an Agent as agent or to one or more Agents as principal) shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance and a covenant that such representations and warranties will be true and correct 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 and the Prospectus as amended or supplemented at each such time. Each such acceptance by the Issuer of an offer for the to purchase of Securities shall be deemed to constitute an additional representation, warranty and agreement by the Issuer that, as of the settlement date for the sale of delivery of such securitiesSecurities 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 settlement delivery date and of any other Registered Securities to be issued and sold by the Issuer on or prior to such settlement delivery date, the aggregate amount of Registered Securities (including any Securities) which have been issued and sold by the Issuer will not exceed the amount of Registered Securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement (i) that relates to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities) (each such time being herein referred to as a "Representation Date"Pricing Supplement), the Issuer shall, (A) concurrently 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 Agents Distributor with a certificate, dated the date of delivery thereof, of the President or any Vice President, President and by the Treasurer, the Controller, the Secretary a principal financial or any Assistant Treasurer, Assistant Controller or Assistant Secretary accounting officer of the Issuer, in form satisfactory to the AgentsDistributor, to the effect that the statements contained in the certificate covering the matters set forth in Section 5(e5(f) hereof which was last furnished to the Agents Distributor pursuant to this Section 6(b) are true and correct at the time of such amendment or supplement supplement, 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 or supplemented at such time and except that the statements contained in the certificate covering the matters set forth in clause (ii) of Section 5(e) shall be deemed to relate to the time of delivery of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(e5(f); 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 at the time of delivery of such certificate and, in the case of the matters set forth in clause (ii) of Section 5(e5(f), to the time of delivery of such certificate; provided, however, that the Issuer shall deliver such certificate with respect to a Representation Date arising from the incorporation by reference into the Prospectus of a current report on Form 8-K or a quarterly report on Form 10-Q only upon the reasonable request of the Agents. (c) At each Representation DateDate referred to in Section 6(b), the Issuer shall, (A) concurrently if reasonably requested by such Representation Date shall occur at a Marketing Time, or (B) immediately at the Agentsnext Marketing Time if such Representation Date shall not occur at a Marketing Time, concurrently furnish the Agents Distributor with a written opinion or opinions, dated the date of such Representation Date, of Issuer Counsel or Cravath, Swaine & Xxxxxcounsel for the Issuer, in form satisfactory to the AgentsDistributor, to the effect set forth in Section 5(d5(e) hereof; provided; however, but modifiedthat 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, as necessaryhowever, to that any opinion or opinions furnished under this Section 6(c) shall relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date; providedDate and shall state that the Securities sold in the relevant Applicable Period (as defined below) have been duly authorized, howeverexecuted, that authenticated, issued and delivered and constitute valid and legally binding obligations of the Issuer enforceable in lieu of such opinion or opinionsaccordance with their terms, counsel may furnish the Agents with a letter or letters subject only to the effect that the Agents may rely on a prior opinion delivered under exceptions set forth in clause (iii) of Section 5(d5(e) hereof as to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or this Section 6(c) affecting creditors' rights and general equity principles, and conform in all material respects to the same extent as if it were dated the date of such letter (except that statements description thereof contained in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (d) At each Representation Date on which the Registration Statement relevant date or dates for the Prospectus shall be amended or supplemented to include additional financial information as a result of filing of the Issuer's Annual Report on Form 10-K, and upon the reasonable request of the Agents, the Issuer shall cause PWC concurrently to furnish the Agents with a letter, addressed jointly to the Issuer and the Agents and dated the date of such Representation Date, in form and substance satisfactory to the 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 Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Issuer; 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, PWC may limit the scope of such letter to the audited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or 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 shall be agreed upon by the Agents. (e) The Issuer agrees that any obligation of a person who has agreed to purchase Securities as the result of solicitation by any Agent pursuant hereto to make payment for and take delivery of such Securities shall be subject to (i) the accuracy, on the related settlement date fixed pursuant to the Procedures, of purchaser or purchasers thereof. For the Issuer's representation and warranty deemed to be made to the Agents pursuant to the last sentence of subsection (a) purpose of this Section 66(c), "Applicable Period" shall mean with respect to any opinion delivered on a Representation Date the period commencing on the date as of which the most recent prior opinion delivered at the Closing Date or under this Section 6(c) speaks and (ii) the satisfaction, ending on such settlement date, of each of the conditions set forth in Sections 5(a), (b) and (c), 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 personRepresentation Date. (f) The Issuer agrees to make generally available to its security holders "earning statements" satisfying the provisions of Section 11(a) of the Securities Act of 1933 and Rule 158 thereunder, which requirement is deemed satisfied under such Rule through the Issuer's timely filing of periodic reports under Section 13 or 15(d) of the Exchange Act of 1934.

Additional Covenants of the Issuer. The Issuer agrees that: (a) Each acceptance by the Issuer of an offer for the purchase of Securities (whether through an Agent as agent or to one or more Agents as principal) and each delivery of Securities (whether through an Agent as agent or to one or more Agents as principal) shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance and a covenant that such representations and warranties will be true and correct 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 and the Prospectus as amended or supplemented at each such time. Each such acceptance by the Issuer of an offer for the to purchase of Securities shall be deemed to constitute an additional representation, warranty and agreement by the Issuer that, as of the settlement date for the sale of delivery of such securitiesSecurities 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 settlement delivery date and of any other Registered Securities to be issued and sold by the Issuer on or prior to such settlement delivery date, the aggregate amount of Registered Securities (including any Securities) which have been issued and sold by the Issuer will not exceed the amount of Registered Securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement (i) that relates to an offering through the filing with the Commission by the Issuer of Registered Securities an annual report on Form 10-K (or any amendment thereto), a quarterly report on Form 10-Q (or any amendment thereto) or (if requested by the Distributor at the time of such filing) a current report on Form 8-K or any other post-effective amendment to such Registration Statement or amendment or supplement to such Prospectus (other than the Securities or (ii) that solely specifies the terms of the Securities) (each such time being herein referred to as a "Representation Date"Pricing Supplement), the Issuer shall, unless otherwise waived by the Distributor, (A) concurrently 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 Agents Distributor with a certificate, dated the date of delivery thereof, of the President or any Vice President, and by chairman of the Treasurerboard of directors, the Controllerchief executive officer, the Secretary or president, the chief financial officer, the chief administrative officer, the chief accounting officer and any Assistant Treasurer, Assistant Controller or Assistant Secretary Managing Director of the Issuer, in form satisfactory to the AgentsDistributor, to the effect that the statements contained in the certificate covering the matters set forth in Section 5(e5(f) hereof which was last furnished to the Agents Distributor pursuant to this Section 6(b) are true and correct at the time of such amendment or supplement supplement, 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 or supplemented at such time and except that the statements contained in the certificate covering the matters set forth in clause (ii) of Section 5(e) shall be deemed to relate to the time of delivery of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(e5(f); 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 at the time of delivery of such certificate and, in the case of the matters set forth in clause (ii) of Section 5(e5(f), to the time of delivery of such certificate; provided, however, that the Issuer shall deliver such certificate with respect to a Representation Date arising from the incorporation by reference into the Prospectus of a current report on Form 8-K or a quarterly report on Form 10-Q only upon the reasonable request of the Agents. (c) At each Representation DateDate referred to in Section 6(b), the Issuer shall, if reasonably requested unless otherwise waived by the AgentsDistributor, (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 Agents Distributor with a written opinion or opinions, dated the date of such Representation Date, of Issuer Counsel or Cravath, Swaine & Xxxxxcounsel for the Issuer, in form satisfactory to the AgentsDistributor, to the effect set forth in Section 5(d5(e) hereof; provided, but modifiedhowever, as necessarythat 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, to however, that any opinion or opinions furnished under this Section 6(c) shall relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date; providedDate and shall state that the Securities sold in the relevant Applicable Period (as defined below) have been duly executed, howeverauthenticated, that issued and delivered and constitute valid and legally binding obligations of the Issuer enforceable in lieu of such opinion or opinionsaccordance with their terms, counsel may furnish the Agents with a letter or letters subject only to the effect that the Agents may rely on a prior opinion delivered under exceptions set forth in clause (iii) of Section 5(d5(e) hereof as to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or this Section 6(c) affecting creditors’ rights and general equity principles, and conform to the same extent as if it were dated the date of such letter (except that statements description thereof contained in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (d) At each Representation Date on which the Registration Statement relevant date or dates for the Prospectus shall be amended or supplemented to include additional financial information as a result of filing of the Issuer's Annual Report on Form 10-K, and upon the reasonable request of the Agents, the Issuer shall cause PWC concurrently to furnish the Agents with a letter, addressed jointly to the Issuer and the Agents and dated the date of such Representation Date, in form and substance satisfactory to the 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 Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Issuer; 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, PWC may limit the scope of such letter to the audited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or 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 shall be agreed upon by the Agents. (e) The Issuer agrees that any obligation of a person who has agreed to purchase Securities as the result of solicitation by any Agent pursuant hereto to make payment for and take delivery of such Securities shall be subject to (i) the accuracy, on the related settlement date fixed pursuant to the Procedures, of purchaser or purchasers thereof. For the Issuer's representation and warranty deemed to be made to the Agents pursuant to the last sentence of subsection (a) purpose of this Section 66(c), “Applicable Period” shall mean with respect to any opinion delivered on a Representation Date the period commencing on the date as of which the most recent prior opinion delivered at the Closing Date or under this Section 6(c) speaks and (ii) the satisfaction, ending on such settlement date, of each of the conditions set forth in Sections 5(a), (b) and (c), 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 personRepresentation Date. (f) The Issuer agrees to make generally available to its security holders "earning statements" satisfying the provisions of Section 11(a) of the Securities Act of 1933 and Rule 158 thereunder, which requirement is deemed satisfied under such Rule through the Issuer's timely filing of periodic reports under Section 13 or 15(d) of the Exchange Act of 1934.

Additional Covenants of the Issuer. The Issuer agrees that:: ----------------------------------------------------------- (a) a. Each acceptance by the Issuer of an offer for the purchase of Securities (whether through an Agent as agent or to one or more Agents as principal) and each delivery of Securities (whether through an Agent as agent or to one or more Agents as principal) shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance and a covenant that such representations and warranties will be true and correct 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 and the Prospectus as amended or supplemented at each such time. Each such acceptance by the Issuer of an offer for the to purchase of Securities shall be deemed to constitute an additional representation, warranty and agreement by the Issuer that, as of the settlement date for the sale of delivery of such securitiesSecurities 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 settlement delivery date and of any other Registered Securities to be issued and sold by the Issuer on or prior to such settlement delivery date, the aggregate amount of Registered Securities (including any Securities) which have been issued and sold by the Issuer will not exceed the amount of Registered Securities registered pursuant to the Registration Statement. (b) b. Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an a Pricing Supplement) (the date of any such amendment or supplement (i) that relates to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities) (each such time being herein referred to herein as a "Representation Date"), the Issuer shallshall (in the case of a Current Report on Form 8-K, upon the reasonable request of the Distributors), (A) concurrently with such amendment or supplement, if such amendment or supplement shall occur during a Marketing Time, or (B) immediately upon the commencement of the next Marketing Time if such amendment or supplement shall not occur during a Marketing Time, furnish the Agents Distributors with a certificatecertificate on behalf of the Issuer, dated the date of delivery thereof, of the President Chairman and Chief Executive Officer or any Vice President, President and by the Treasurer, the Controller, the Secretary principal financial or any Assistant Treasurer, Assistant Controller or Assistant Secretary accounting officer of the Issuer, in form satisfactory to the AgentsDistributors, to the effect that the statements contained in the certificate covering the matters set forth in Section 5(e5(g) hereof which was last furnished to the Agents Distributors pursuant to this Section 6(b) are true and correct at the time of such amendment or supplement supplement, 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 or supplemented at such time and except that the statements contained in the certificate covering the matters set forth in clause (ii) of Section 5(e) shall be deemed to relate to the time of delivery of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(e5(g); 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 at the time of delivery of such certificate and, in the case of the matters set forth in clause (iiiii) of Section 5(e5(g), to the time of delivery of such certificate; provided, however, that the Issuer shall deliver such certificate with respect to a Representation Date arising from the incorporation by reference into the Prospectus of a current report on Form 8-K or a quarterly report on Form 10-Q only upon the reasonable request of the Agents. (c) c. At each Representation DateDate referred to in Section 6(b), the Issuer shall, (A) concurrently if reasonably requested by such Representation Date shall occur during a Marketing Time, or (B) immediately upon the Agentscommencement of the next Marketing Time if such Representation Date shall not occur during a Marketing Time, concurrently furnish the Agents Distributors with a written opinion or opinionsopinion, dated the date of such Representation Date, of Stevxx X. Xxxxxxx, General Counsel of the Issuer Counsel (or Cravathat the option of the Issuer, Swaine the opinion of Sidley & XxxxxAustin), in form satisfactory to the AgentsDistributors, to covering the effect matters set forth in Section 5(dSections 5(e) and 5(f) hereof; provided, but modifiedhowever, as necessarythat to the extent appropriate such opinion may reconfirm matters set forth in a prior opinion delivered at the Closing Date or under this Section 6(c); provided further, to however, that any opinion furnished under this Section 6(c) shall relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date; providedDate and shall state that the Securities sold in the relevant Applicable Period (as defined below) have been duly executed, howeverauthenticated, that issued and delivered and constitute valid and legally binding obligations of the Issuer enforceable in lieu of such opinion or opinionsaccordance with their terms, counsel may furnish the Agents with a letter or letters subject only to the effect that the Agents may rely on a prior opinion delivered under exceptions set forth in clause (ii) of Section 5(d5(e) hereof as to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or this Section 6(c) affecting creditors' rights and general equity principles, and conform to the same extent as if it were dated the date of such letter (except that statements description thereof contained in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (d) At each Representation Date on which the Registration Statement relevant date or dates for the Prospectus shall be amended or supplemented to include additional financial information as a result of filing of the Issuer's Annual Report on Form 10-K, and upon the reasonable request of the Agents, the Issuer shall cause PWC concurrently to furnish the Agents with a letter, addressed jointly to the Issuer and the Agents and dated the date of such Representation Date, in form and substance satisfactory to the 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 Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Issuer; 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, PWC may limit the scope of such letter to the audited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or 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 shall be agreed upon by the Agents. (e) The Issuer agrees that any obligation of a person who has agreed to purchase Securities as the result of solicitation by any Agent pursuant hereto to make payment for and take delivery of such Securities shall be subject to (i) the accuracy, on the related settlement date fixed pursuant to the Procedures, of purchaser or purchasers thereof. For the Issuer's representation and warranty deemed to be made to the Agents pursuant to the last sentence of subsection (a) purpose of this Section 66(c), "Applicable Period" shall mean with respect to any opinion delivered on a Representation Date the period commencing on the date as of which the most recent prior opinion delivered at the Closing Date or under this Section 6(c) speaks and (ii) the satisfaction, ending on such settlement date, of each of the conditions set forth in Sections 5(a), (b) and (c), 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 personRepresentation Date. (f) The Issuer agrees to make generally available to its security holders "earning statements" satisfying the provisions of Section 11(a) of the Securities Act of 1933 and Rule 158 thereunder, which requirement is deemed satisfied under such Rule through the Issuer's timely filing of periodic reports under Section 13 or 15(d) of the Exchange Act of 1934.

Additional Covenants of the Issuer. The Issuer agrees that:: ----------------------------------- (a) Each acceptance by the Issuer of an offer for the purchase of Securities (whether through an solicited by any Agent as agent or to one or more Agents as principal) and each delivery of Securities (whether through an Agent as agent or to one or more Agents as principal) pursuant hereto shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance and a covenant that such representations and warranties will be true and correct 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 Prospectus as amended or supplemented at each such time. Each such acceptance by the Issuer of an offer for the purchase of Securities shall be deemed to constitute an additional representation, warranty and agreement by the Issuer that, as of the settlement date for the sale of such securitiesSecurities, after giving effect to the issuance of such Securities, of any other Securities to be issued on or prior to such settlement date and of any other Registered Securities to be issued and sold by the Issuer on or prior to such settlement date, the aggregate amount of Registered Securities (including any Securities) which have been issued and sold by the Issuer will not exceed the amount of Registered Securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement (i) that relates to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities) (each such time being herein referred to as a "Representation Date"), the Issuer shall, concurrently with such amendment or supplement, furnish the Agents with a certificate, dated the date of delivery thereof, of the President Chief Executive Officer or any Vice President, President and by the Treasurer, the Controller, the Secretary or any Assistant Treasurer, Assistant Controller or Assistant Secretary any principal financial or accounting officer of the Issuer, in form satisfactory to the Agents, 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 Agents are true and correct at the time of such amendment or supplement 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 or supplemented at such time and except that the statements contained in the certificate covering the matters set forth in clause (ii) of Section 5(e) shall be deemed to relate to the time of delivery of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(e), modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented at the time of delivery of such certificate and, in the case of the matters set forth in clause (ii) of Section Sec- tion 5(e), to the time of delivery of such certificate; provided, -------- however, that the Issuer shall deliver such a certificate with respect ------- to a Representation Date arising from the incorporation by reference into the Prospectus of a current report on Form 8-K or a quarterly report on Form 10-Q only upon the reasonable request of the Agents. (c) At each Representation Date, the Issuer shall, if reasonably so requested by the Agents, concurrently furnish the Agents with a written opinion or opinions, dated the date of such Representation Date, of inside counsel for the Issuer Counsel or, if so specified by the Agents and solely in connection with an amendment or supplement setting forth or incorpo- rating by reference financial statements or other information included in the Issuer's Annual Reports on Form 10-K, of Cravath, Swaine & Xxxxx, in form satisfactory to the Agents, to the effect set forth in Section 5(d) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date; provided, however, that in lieu of such -------- ------- opinion or opinions, counsel may furnish the Agents with a letter or letters to the effect 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 such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (d) At each Representation Date on which the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information as a result of the filing of the Issuer's Annual Report on Form 10-KK and, and upon the reasonable request of the Agents, at any other such Representation Date, the Issuer shall cause PWC Price Waterhouse concurrently to furnish the Agents with a letter, addressed jointly to the Issuer and the Agents and dated the date of such Representation Date, in form and substance satisfactory to the 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 Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Issuer; 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, PWC Price Waterhouse may limit the scope of such letter to the audited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or 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 shall be agreed upon by the Agents. (e) The Issuer agrees that any obligation of a person who has agreed to purchase Securities as the result of solicitation by any Agent pursuant hereto to make payment for and take delivery of such Securities shall be subject to (i) the accuracy, on the related settlement date fixed pursuant to the Procedures, of the Issuer's representation and warranty deemed to be made to the Agents pursuant to the last sentence of subsection (a) of this Section 6, and (ii) the satisfaction, on such settlement date, of each of the conditions set forth in Sections 5(a), (b) and (c), 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. (f) The Issuer agrees to make generally available to its security holders "earning statements" satisfying the provisions of Section 11(a) of the Securities Act of 1933 and Rule 158 thereunder, which requirement is deemed satisfied under such Rule through the Issuer's timely filing of periodic reports under Section 13 or 15(d) of the Exchange Act of 1934.

Additional Covenants of the Issuer. The Issuer agrees that: (a) Each acceptance by the Issuer of an offer for the purchase of Securities (whether through an Agent as agent or to one or more Agents as principal) and each delivery of Securities (whether through an Agent as agent or to one or more Agents as principal) shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance and a covenant that such representations and warranties will be true and correct 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 and the Prospectus as amended or supplemented at each such time. Each such acceptance by the Issuer of an offer for the to purchase of Securities shall be deemed to constitute an additional representation, warranty and agreement by the Issuer that, as of the settlement date for the sale of delivery of such securitiesSecurities 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 settlement delivery date and of any other Registered Securities to be issued and sold by the Issuer on or prior to such settlement delivery date, the aggregate amount of Registered Securities (including any Securities) which have been issued and sold by the Issuer will not exceed the amount of Registered Securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented At each Selected Representation Date (other than by an amendment or supplement (i) that relates to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities) (each such time being herein referred to as a "Representation Date"defined below), the Issuer shall, (A) concurrently 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 Agents Distributors with a certificate, dated the date of delivery thereof, of the President or any Vice President, President and by the Treasurer, the Controller, the Secretary a principal financial or any Assistant Treasurer, Assistant Controller or Assistant Secretary accounting officer of the Issuer, in form reasonably satisfactory to the AgentsDistributors, to the effect that the statements contained in the certificate covering the matters set forth in Section 5(e5(f) hereof which was last furnished to the Agents Distributors pursuant to Section 5(f) or this Section 6(b) are true and correct at the time of such amendment or supplement supplement, 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 or supplemented at such time and except that the statements contained in the certificate covering the matters set forth in clause (ii) of Section 5(e) shall be deemed to relate to the time of delivery of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(e5(f); 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 at the time of delivery of such certificate and, in the case of the matters set forth in clause (ii) of Section 5(e5(f), to the time of delivery of such certificate; provided, however, that the Issuer shall deliver such certificate with respect to a Representation Date arising from the incorporation by reference into the Prospectus of a current report on Form 8-K or a quarterly report on Form 10-Q only upon the reasonable request of the Agents. (c) At each . A “Selected Representation Date, the Issuer shall, if reasonably requested by the Agents, concurrently furnish the Agents with a written opinion or opinions, dated the date of such Representation Date, of Issuer Counsel or Cravath, Swaine & Xxxxx, in form satisfactory to the Agents, to the effect set forth in Section 5(d) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date; provided, however, ” shall mean each time that in lieu of such opinion or opinions, counsel may furnish the Agents with a letter or letters to the effect 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 such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (d) At each Representation Date on which the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information as a result of filing of the Issuer's Annual Report on Form 10-K, and upon the reasonable request of the Agents, the Issuer shall cause PWC concurrently to furnish the Agents with a letter, addressed jointly to the Issuer and the Agents and dated the date of such Representation Date, in form and substance satisfactory to the 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 Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Issuer; 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, PWC may limit the scope of such letter to the audited financial statements included in such amendment or supplement unless there is contained therein any (other accounting, financial or 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 shall be agreed upon than by the Agents. (e) The Issuer agrees that any obligation filing of a person who has agreed to purchase Securities as the result of solicitation by any Agent pursuant hereto to make payment for and take delivery of such Securities shall be subject to (i) the accuracya Current Report on Form 8-K or a Quarterly Report on Form 10-Q, on the related settlement date fixed pursuant to the Procedures, of the Issuer's representation and warranty deemed to be made to the Agents pursuant to the last sentence of subsection (a) of this Section 6, and (ii) a Prospectus Supplement that does not relate to the satisfaction, on such settlement date, of each of the conditions set forth in Sections 5(a), (b) and (c), it being understood that under no circumstance shall any Agent have any duty or obligation to exercise the judgment permitted under Section 5(b) Securities or (ciii) on behalf of any such persona Pricing Supplement). (f) The Issuer agrees to make generally available to its security holders "earning statements" satisfying the provisions of Section 11(a) of the Securities Act of 1933 and Rule 158 thereunder, which requirement is deemed satisfied under such Rule through the Issuer's timely filing of periodic reports under Section 13 or 15(d) of the Exchange Act of 1934.

Additional Covenants of the Issuer. The Issuer agrees that:: ---------------------------------- (a) Each acceptance by the Issuer of an offer for the purchase of Securities (whether through Notes solicited by any Agent or a purchase of Notes by an Agent as agent or to one or more Agents as principal) and each delivery of Securities (whether through an Agent as agent or to one or more Agents as principal) , pursuant hereto shall be deemed to be an affirmation to the applicable Agent, that its the Issuer's representations and warranties contained in this Agreement are true and correct in all material respects at the time of such acceptance and a covenant that such representations and warranties will be true and correct in all material respects at the time Time of delivery Delivery to the purchaser of the Securities Notes 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 Prospectus as amended or supplemented at each such time. Each such acceptance by the Issuer of an offer for the purchase of Securities shall be deemed to constitute an additional representation, warranty and agreement by the Issuer that, as of the settlement date for the sale of such securities, after giving effect to the issuance of such Securities, of any other Securities to be issued on or prior to such settlement date and of any other Registered Securities to be issued and sold by the Issuer on or prior to such settlement date, the aggregate amount of Registered Securities (including any Securities) which have been issued and sold by the Issuer will not exceed the amount of Registered Securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement supplement: (i) that relates to an offering by the Issuer of Registered Securities other than the Securities or Notes; (ii) that solely specifies or provides for a change in the maturity dates, interest rates, issuance prices or other similar terms of any particular Notes sold hereunder; (iii) relating to any filing under the SecuritiesExchange Act (except for Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K filed thereunder); and (iv) by any pricing supplement) (each such time and subject to the foregoing exceptions, being herein referred to as a "Representation Date"), the Issuer shall, concurrently with promptly following such amendment or supplement, furnish the Agents with a certificate, dated the date of delivery thereof, signed by an officer of the President or any Vice President, and by the Treasurer, the Controller, the Secretary or any Assistant Treasurer, Assistant Controller or Assistant Secretary of the Issuer, in form satisfactory to the Agents, Issuer 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 Agents are true and correct in all material respects at the time of such amendment or supplement 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 or supplemented at such time and except that the statements contained in the certificate covering the matters set forth in clause (ii) of Section 5(e) shall be deemed to relate to the time of delivery of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(e), modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented at the time of delivery of such certificate and, in the case of the matters set forth in clause (ii) of Section 5(e), to the time of delivery of such certificate; provided, however, that the Issuer shall deliver such certificate with respect to a Representation Date arising from the incorporation by reference into the Prospectus of a current report on Form 8-K or a quarterly report on Form 10-Q only upon the reasonable request of the Agents. (c) At each Representation Date, the Issuer shall, if reasonably requested by the Agents, concurrently shall promptly thereafter furnish the Agents with a written opinion or opinions, dated the date of such Representation Date, of Issuer Counsel or Cravath, Swaine Xxxxxx Xxxxxxx Xxxxxxxx & XxxxxXxxxxx, in form reasonably satisfactory to the Agents, substantially to the effect set forth in Section 5(d) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date; provided, however, that in lieu --------- -------- of such opinion or opinions, counsel may furnish the Agents with a letter or letters to the effect 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 such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (d) At each Representation Date on which the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information as a result of filing of the Issuer's Annual Report on Form 10-K, and upon the reasonable request of the AgentsDate, the Issuer shall cause PWC concurrently its independent accountants promptly thereafter to furnish the Agents with a letter, addressed jointly to the Issuer and the Agents and dated the date of such Representation Date, in form and substance reasonably satisfactory to the Agents, substantially to the effect set forth in Section 5(f5(f)(i), (ii) and (iv) hereof with respect to the respective matters covered therein but modified to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Issuer; 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, PWC may limit the scope of such letter to the audited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or 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 shall be agreed upon by the Agents. (e) The Issuer agrees that any obligation of a person who has agreed to purchase Securities Notes as the result of solicitation by any Agent pursuant hereto to make payment for and take delivery of such Securities Notes shall be subject to (i) the accuracy, on the related settlement date fixed pursuant to the Procedures, of the Issuer's representation and warranty deemed to be made to the Agents pursuant to the last sentence of subsection (a) of this Section 6, and (ii) the satisfaction, on such settlement date, of each of the conditions set forth in Sections 5(a), (b) and (c), ) (it being understood that under the judgment of such person with respect to the impracticability or inadvisability of such purchase of Notes shall be substituted, for purposes of this Section 6(e), for the respective judgments of an Agent with respect to certain matters referred to in Section 5(c) and that such Agent shall have no circumstance shall any Agent have any duty or obligation whatsoever to exercise the judgment permitted under Section 5(b) or (c5(c) on behalf of any such person). (f) The Issuer agrees to make generally available to its security holders "earning statements" satisfying the provisions of Section 11(a) of the Securities Act of 1933 and Rule 158 thereunder, which requirement is deemed satisfied under such Rule through the Issuer's timely filing of periodic reports under Section 13 or 15(d) of the Exchange Act of 1934.

Additional Covenants of the Issuer. The Issuer agrees that: (a) Each acceptance by the Issuer of an offer for the purchase of Securities (whether through an Agent as agent or to one or more Agents as principal) and each delivery of Securities (whether through an Agent as agent or to one or more Agents as principal) shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance and a covenant that such representations and warranties will be true and correct 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 Prospectus Registration Statement and the Final Prospectus, each as amended or supplemented at to each such time. Each such acceptance by the Issuer of an offer for the purchase of Securities shall be deemed to constitute an additional representation, warranty and agreement by the Issuer that, as of the settlement date for the sale of such securities, after giving effect to the issuance of such Securities, of any other Securities to be issued on or prior to such settlement date and of any other Registered Securities to be issued and sold by the Issuer on or prior to such settlement date, the aggregate amount of Registered Securities (including any Securities) which have been issued and sold by the Issuer will not exceed the amount of Registered Securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Final Prospectus shall be amended or supplemented (other than by an amendment or supplement (i) that relates to an offering through the filing with the Commission by the Issuer of Registered Securities an annual report on Form 20-F, report on Form 6-K containing quarterly financial information incorporated by reference in the Registration Statement (or any amendment thereto) or (if requested by the Distributor at the time of such filing) any other report on Form 6-K or any other post-effective amendment to such Registration Statement or amendment or supplement to such Final Prospectus (other than the Securities or (ii) that solely specifies the terms of the Securities) (each such time being herein referred to as a "Representation Date"Pricing Supplement), the Issuer shall, unless otherwise waived by the Distributor, (A) concurrently 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 Agents Distributor with a certificate, dated the date of delivery thereof, of the President or any Vice President, and by the Treasurer, the Controller, the Secretary or any Assistant Treasurer, Assistant Controller or Assistant Secretary of the Issuertwo Authorized Persons, in form satisfactory to the AgentsDistributor, to the effect that the statements contained in the certificate covering the matters set forth in Section 5(e6(f) hereof which was last furnished to the Agents Distributor pursuant to this Section 7(b) are true and correct at the time of such amendment or supplement supplement, 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 or supplemented at such time and except that the statements contained in the certificate covering the matters set forth in clause (ii) of Section 5(e) shall be deemed to relate to the time of delivery of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(e6(f); provided, modified as necessary to however, that any certificate furnished under this Section 7(b) shall relate to the Registration Statement and the Final Prospectus as amended or supplemented at the time of delivery of such certificate and, in the case of the matters set forth in clause (ii) of Section 5(e6(f), to the time of delivery of such certificate; provided, however, that the Issuer shall deliver such certificate with respect to a Representation Date arising from the incorporation by reference into the Prospectus of a current report on Form 8-K or a quarterly report on Form 10-Q only upon the reasonable request of the Agents. (c) At each Representation DateDate referred to in Section 7(b), the Issuer shall, if reasonably requested unless otherwise waived by the AgentsDistributor, (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 Agents Distributor with a written opinion or opinions, dated the date of such Representation Date, of Issuer Counsel or Cravath, Swaine & Xxxxxcounsel for the Issuer, in form satisfactory to the AgentsDistributor, to the effect set forth in Section 5(dSections 6(d) and (e) hereof; provided, but modifiedhowever, as necessarythat 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 7(c); provided further, to however, that any opinion or opinions furnished under this Section 7(c) shall relate to the Registration Statement and the Final Prospectus as amended or supplemented at such Representation Date; providedDate and shall state that the Securities sold in the relevant Applicable Period (as defined below) have been duly executed, howeverauthenticated, that issued and delivered and constitute valid and legally binding obligations of the Issuer enforceable in lieu of such opinion or opinionsaccordance with their terms, counsel may furnish the Agents with a letter or letters subject only to the effect that the Agents may rely on a prior opinion delivered under exceptions set forth in clause (i) of Section 5(d6(e) hereof as to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or this Section 6(c) affecting creditors' rights and general equity principles, and conform to the same extent as if it were dated description thereof contained in the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Final Prospectus as amended or supplemented at such Representation Date). (d) At each Representation Date on which the Registration Statement relevant date or dates for the Prospectus shall be amended or supplemented to include additional financial information as a result of filing of the Issuer's Annual Report on Form 10-K, and upon the reasonable request of the Agents, the Issuer shall cause PWC concurrently to furnish the Agents with a letter, addressed jointly to the Issuer and the Agents and dated the date of such Representation Date, in form and substance satisfactory to the 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 Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Issuer; 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, PWC may limit the scope of such letter to the audited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or 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 shall be agreed upon by the Agents. (e) The Issuer agrees that any obligation of a person who has agreed to purchase Securities as the result of solicitation by any Agent pursuant hereto to make payment for and take delivery of such Securities shall be subject to (i) the accuracy, on the related settlement date fixed pursuant to the Procedures, of purchaser or purchasers thereof. For the Issuer's representation and warranty deemed to be made to the Agents pursuant to the last sentence of subsection (a) purpose of this Section 67(c), "Applicable Period" shall mean with respect to any opinion delivered on a Representation Date the period commencing on the date as of which the most recent prior opinion delivered at the Closing Date or under this Section 7(c) speaks and (ii) the satisfaction, ending on such settlement date, of each of the conditions set forth in Sections 5(a), (b) and (c), 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 personRepresentation Date. (f) The Issuer agrees to make generally available to its security holders "earning statements" satisfying the provisions of Section 11(a) of the Securities Act of 1933 and Rule 158 thereunder, which requirement is deemed satisfied under such Rule through the Issuer's timely filing of periodic reports under Section 13 or 15(d) of the Exchange Act of 1934.

Additional Covenants of the Issuer. The Issuer agrees that: (a) Each acceptance by the Issuer of an offer for the purchase of Securities (whether through an Agent as agent or to one or more Agents as principal) and each delivery of Securities (whether through an Agent as agent or to one or more Agents as principal) shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance and a covenant that such representations and warranties will be true and correct 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 and the Prospectus as amended or supplemented at each such time. Each such acceptance by the Issuer of an offer for the to purchase of Securities shall be deemed to constitute an additional representation, warranty and agreement by the Issuer that, as of the settlement date for the sale of delivery of such securitiesSecurities 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 settlement delivery date and of any other Registered Securities to be issued and sold by the Issuer on or prior to such settlement delivery date, the aggregate amount of Registered Securities (including any Securities) which have been issued and sold by the Issuer will not exceed the amount of Registered Securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement (i) that relates to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities) (each such time being herein referred to as a "Representation Date"Pricing Supplement), the Issuer shall, unless otherwise waived by the Distributor, (A) concurrently 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 Agents Distributor with a certificate, dated the date of delivery thereof, of the President or any Vice President, and by chairman of the Treasurerboard of directors, the Controllerchief executive officer, the Secretary or president, the chief financial officer, the chief administrative officer, the chief accounting officer and any Assistant Treasurer, Assistant Controller or Assistant Secretary Managing Director of the Issuer, in form satisfactory to the AgentsDistributor, to the effect that the statements contained in the certificate covering the matters set forth in Section 5(e5(f) hereof which was last furnished to the Agents Distributor pursuant to this Section 6(b) are true and correct at the time of such amendment or supplement supplement, 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 or supplemented at such time and except that the statements contained in the certificate covering the matters set forth in clause (ii) of Section 5(e) shall be deemed to relate to the time of delivery of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(e5(f); 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 at the time of delivery of such certificate and, in the case of the matters set forth in clause (ii) of Section 5(e5(f), to the time of delivery of such certificate; provided, however, that the Issuer shall deliver such certificate with respect to a Representation Date arising from the incorporation by reference into the Prospectus of a current report on Form 8-K or a quarterly report on Form 10-Q only upon the reasonable request of the Agents. (c) At each Representation DateDate referred to in Section 6(b), the Issuer shall, if reasonably requested unless otherwise waived by the AgentsDistributor, (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 Agents Distributor with a written opinion or opinions, dated the date of such Representation Date, of Issuer Counsel or Cravath, Swaine & Xxxxxcounsel for the Issuer, in form satisfactory to the AgentsDistributor, to the effect set forth in Section 5(d5(e) hereof; PROVIDED, but modifiedHOWEVER, as necessary, to relate that to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date; provided, however, that in lieu of extent appropriate such opinion or opinions, counsel opinions may furnish the Agents with a letter or letters to the effect 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 such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (d) At each Representation Date on which the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information as a result of filing of the Issuer's Annual Report on Form 10-K, and upon the reasonable request of the Agents, the Issuer shall cause PWC concurrently to furnish the Agents with a letter, addressed jointly to the Issuer and the Agents and dated the date of such Representation Date, in form and substance satisfactory to the Agents, to the effect reconfirm matters set forth in Section 5(f) hereof but modified to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Issuer; 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, PWC may limit the scope of such letter to the audited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or 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 shall be agreed upon by the Agents. (e) The Issuer agrees that any obligation of a person who has agreed to purchase Securities as the result of solicitation by any Agent pursuant hereto to make payment for and take delivery of such Securities shall be subject to (i) the accuracy, on the related settlement date fixed pursuant to the Procedures, of the Issuer's representation and warranty deemed to be made to the Agents pursuant to the last sentence of subsection (a) of this Section 6, and (ii) the satisfaction, on such settlement date, of each of the conditions set forth in Sections 5(a), (b) and (c), 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. (f) The Issuer agrees to make generally available to its security holders "earning statements" satisfying the provisions of Section 11(a) of the Securities Act of 1933 and Rule 158 thereunder, which requirement is deemed satisfied under such Rule through the Issuer's timely filing of periodic reports under Section 13 or 15(d) of the Exchange Act of 1934.prior

Additional Covenants of the Issuer. The Issuer agrees that: (a) a. Each acceptance by the Issuer of an offer for the purchase of Securities (whether through an Agent as agent or to one or more Agents as principal) and each delivery of Securities (whether through an Agent as agent or to one or more Agents as principal) shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance and a covenant that such representations and warranties will be true and correct 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 and the Prospectus as amended or supplemented at each such time. Each such acceptance by the Issuer of an offer for the to purchase of Securities shall be deemed to constitute an additional representation, warranty and agreement by the Issuer that, as of the settlement date for the sale of delivery of such securitiesSecurities 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 settlement delivery date and of any other Registered Securities to be issued and sold by the Issuer on or prior to such settlement delivery date, the aggregate amount of Registered Securities (including any Securities) which have been issued and sold by the Issuer will not exceed the amount of Registered Securities registered pursuant to the Registration Statement. (b) b. Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an a Pricing Supplement) (the date of any such amendment or supplement (i) that relates to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities) (each such time being herein referred to herein as a "Representation Date"), the Issuer shallshall (in the case of a Current Report on Form 8-K, upon the reasonable request of the Distributors), (A) concurrently with such amendment or supplement, if such amendment or supplement shall occur during a Marketing Time, or (B) immediately upon the commencement of the next Marketing Time if such amendment or supplement shall not occur during a Marketing Time, furnish the Agents Distributors with a certificatecertificate on behalf of the Issuer, dated the date of delivery thereof, of the President Chairman and Chief Executive Officer or any Vice President, President and by the Treasurer, the Controller, the Secretary principal financial or any Assistant Treasurer, Assistant Controller or Assistant Secretary accounting officer of the Issuer, in form satisfactory to the AgentsDistributors, to the effect that the statements contained in the certificate covering the matters set forth in Section 5(e5(f) hereof which was last furnished to the Agents Distributors pursuant to this Section 6(b) are true and correct at the time of such amendment or supplement supplement, 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 or supplemented at such time and except that the statements contained in the certificate covering the matters set forth in clause (ii) of Section 5(e) shall be deemed to relate to the time of delivery of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(e5(f); 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 at the time of delivery of such certificate and, in the case of the matters set forth in clause (iiiii) of Section 5(e5(f), to the time of delivery of such certificate; provided, however, that the Issuer shall deliver such certificate with respect to a Representation Date arising from the incorporation by reference into the Prospectus of a current report on Form 8-K or a quarterly report on Form 10-Q only upon the reasonable request of the Agents. (c) c. At each Representation DateDate referred to in Section 6(b), the Issuer shall, (A) concurrently if reasonably requested by such Representation Date shall occur during a Marketing Time, or (B) immediately upon the Agentscommencement of the next Marketing Time if such Representation Date shall not occur during a Marketing Time, concurrently furnish the Agents Distributors with a written opinion or opinionsopinion, dated the date of such Representation Date, of Issuer Counsel or CravathXxxxxx and Xxxxxx, Swaine & XxxxxProfessional Association, in form satisfactory to the AgentsDistributors, to covering the effect matters set forth in Section 5(d5(e) hereof; provided, but modifiedhowever, as necessarythat to the extent appropriate such opinion may reconfirm matters set forth in a prior opinion delivered at the Closing Date or under this Section 6(c); provided further, to however, that any opinion furnished under this Section 6(c) shall relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date; providedDate and shall state that the Securities sold in the relevant Applicable Period (as defined below) have been duly executed, howeverauthenticated, that issued and delivered and constitute valid and legally binding obligations of the Issuer enforceable in lieu of such opinion or opinionsaccordance with their terms, counsel may furnish the Agents with a letter or letters subject only to the effect that the Agents may rely on a prior opinion delivered under exceptions set forth in clause (ii) of Section 5(d5(e) hereof as to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or this Section 6(c) affecting creditors' rights and general equity principles, and conform to the same extent as if it were dated the date of such letter (except that statements description thereof contained in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (d) At each Representation Date on which the Registration Statement relevant date or dates for the Prospectus shall be amended or supplemented to include additional financial information as a result of filing of the Issuer's Annual Report on Form 10-K, and upon the reasonable request of the Agents, the Issuer shall cause PWC concurrently to furnish the Agents with a letter, addressed jointly to the Issuer and the Agents and dated the date of such Representation Date, in form and substance satisfactory to the 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 Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Issuer; 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, PWC may limit the scope of such letter to the audited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or 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 shall be agreed upon by the Agents. (e) The Issuer agrees that any obligation of a person who has agreed to purchase Securities as the result of solicitation by any Agent pursuant hereto to make payment for and take delivery of such Securities shall be subject to (i) the accuracy, on the related settlement date fixed pursuant to the Procedures, of purchaser or purchasers thereof. For the Issuer's representation and warranty deemed to be made to the Agents pursuant to the last sentence of subsection (a) purpose of this Section 66(c), "Applicable Period" shall mean with respect to any opinion delivered on a Representation Date the period commencing on the date as of which the most recent prior opinion delivered at the Closing Date or under this Section 6(c) speaks and (ii) the satisfaction, ending on such settlement date, of each of the conditions set forth in Sections 5(a), (b) and (c), 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 personRepresentation Date. (f) The Issuer agrees to make generally available to its security holders "earning statements" satisfying the provisions of Section 11(a) of the Securities Act of 1933 and Rule 158 thereunder, which requirement is deemed satisfied under such Rule through the Issuer's timely filing of periodic reports under Section 13 or 15(d) of the Exchange Act of 1934.

Additional Covenants of the Issuer. The Issuer agrees that: (a) Each acceptance by the Issuer of an offer for the purchase of Securities (whether through an Agent as agent or to one or more Agents as principal) and each delivery of Securities (whether through an Agent as agent or to one or more Agents as principal) shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance and a covenant that such representations and warranties will be true and correct 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 and the Prospectus as amended or supplemented at each such time. Each such acceptance by the Issuer of an offer for the to purchase of Securities shall be deemed to constitute an additional representation, warranty and agreement by the Issuer that, as of the settlement date for the sale of delivery of such securitiesSecurities 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 settlement delivery date and of any other Registered Securities to be issued and sold by the Issuer on or prior to such settlement delivery date, the aggregate amount of Registered Securities (including any Securities) which have been issued and sold by the Issuer will not exceed the amount of Registered Securities registered pursuant to the Registration Statement. (b) Each time that On each Representation Date on which the Registration Statement or the Prospectus shall be amended or supplemented (other than by a Pricing Supplement or by an amendment or supplement (i) that relates relating solely to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the SecuritiesSecurities or a change in the principal amount of Securities remaining to be sold or similar changes) (each such time being herein referred or by an amendment or supplement relating solely to as the terms of the Securities or a "Representation Date")change in the principal amount of Securities remaining to be sold or similar changes, the Issuer shall, (A) concurrently 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 Agents Distributors with a certificate, dated the date of delivery thereof, of the President or any Vice President, President and by the Treasurer, the Controller, the Secretary a principal financial or any Assistant Treasurer, Assistant Controller or Assistant Secretary accounting officer of the Issuer, in form satisfactory to the AgentsDistributors, to the effect that the statements contained in the certificate covering the matters set forth in Section 5(e5(f) hereof which was last furnished to the Agents Distributors pursuant to this Section 6(b) are true and correct at the time of such amendment or supplement supplement, 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 or supplemented at such time and except that the statements contained in the certificate covering the matters set forth in clause (ii) of Section 5(e) shall be deemed to relate to the time of delivery of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(e5(f); 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 at the time of delivery of such certificate and, in the case of the matters set forth in clause (ii) of Section 5(e5(f), to the time of delivery of such certificate; provided, however, that the Issuer shall deliver such certificate with respect to a Representation Date arising from the incorporation by reference into the Prospectus of a current report on Form 8-K or a quarterly report on Form 10-Q only upon the reasonable request of the Agents. (c) At each Representation DateDate referred to in Section 6(b), the Issuer shall, (A) concurrently if reasonably requested by such Representation Date shall occur at a Marketing Time, or (B) immediately at the Agentsnext Marketing Time if such Representation Date shall not occur at a Marketing Time, concurrently furnish the Agents Distributors with a written opinion or opinions, dated the date of such Representation Date, of Issuer Counsel or Cravath, Swaine & Xxxxxcounsel for the Issuer, in form satisfactory to the AgentsDistributors, to the effect set forth in Section 5(d5(e) hereof; provided, but modifiedhowever, as necessarythat 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, to however, that any opinion or opinions furnished under this Section 6(c) shall relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date; providedDate and shall state that the Securities sold in the relevant Applicable Period (as defined below) have been duly executed, howeverauthenticated, that issued and delivered and constitute valid and legally binding obligations of the Issuer enforceable in lieu of such opinion or opinionsaccordance with their terms, counsel may furnish the Agents with a letter or letters subject only to the effect that the Agents may rely on a prior opinion delivered under exceptions set forth in clause (iii) of Section 5(d5(e) hereof as to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or this Section 6(c) affecting creditors' rights and general equity principles, and conform to the same extent as if it were dated the date of such letter (except that statements description thereof contained in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (d) At each Representation Date on which the Registration Statement relevant date or dates for the Prospectus shall be amended or supplemented to include additional financial information as a result of filing of the Issuer's Annual Report on Form 10-K, and upon the reasonable request of the Agents, the Issuer shall cause PWC concurrently to furnish the Agents with a letter, addressed jointly to the Issuer and the Agents and dated the date of such Representation Date, in form and substance satisfactory to the 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 Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Issuer; 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, PWC may limit the scope of such letter to the audited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or 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 shall be agreed upon by the Agents. (e) The Issuer agrees that any obligation of a person who has agreed to purchase Securities as the result of solicitation by any Agent pursuant hereto to make payment for and take delivery of such Securities shall be subject to (i) the accuracy, on the related settlement date fixed pursuant to the Procedures, of purchaser or purchasers thereof. For the Issuer's representation and warranty deemed to be made to the Agents pursuant to the last sentence of subsection (a) purpose of this Section 66(c), "Applicable Period" shall mean with respect to any opinion delivered on a Representation Date the period commencing on the date as of which the most recent prior opinion delivered at the Closing Date or under this Section 6(c) speaks and (ii) the satisfaction, ending on such settlement date, of each of the conditions set forth in Sections 5(a), (b) and (c), 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 personRepresentation Date. (f) The Issuer agrees to make generally available to its security holders "earning statements" satisfying the provisions of Section 11(a) of the Securities Act of 1933 and Rule 158 thereunder, which requirement is deemed satisfied under such Rule through the Issuer's timely filing of periodic reports under Section 13 or 15(d) of the Exchange Act of 1934.

Additional Covenants of the Issuer. The Issuer agrees that: (a) Each acceptance by the Issuer of an offer for the purchase of Securities (whether through an Agent as agent or to one or more Agents as principal) and each delivery of Securities (whether through an Agent as agent or to one or more Agents as principal) shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance and a covenant that such representations and warranties will be true and correct 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 and the Prospectus as amended or supplemented at each such time. Each such acceptance by the Issuer of an offer for the to purchase of Securities shall be deemed to constitute an additional representation, warranty and agreement by the Issuer that, as of the settlement date for the sale of delivery of such securitiesSecurities 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 settlement delivery date and of any other Registered Securities to be issued and sold by the Issuer on or prior to such settlement delivery date, the aggregate amount of Registered Securities (including any Securities) which have been issued and sold by the Issuer will not exceed the amount of Registered Securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented At each Selected Representation Date (other than by an amendment or supplement (i) that relates to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities) (each such time being herein referred to as a "Representation Date"defined below), the Issuer shallIssuer, (A) concurrently 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, will furnish the Agents Distributors with a certificate, dated the date of delivery thereof, of the Issuer signed on its behalf by the President or any Vice President, President and by the Treasurer, the Controller, the Secretary a principal financial or any Assistant Treasurer, Assistant Controller or Assistant Secretary accounting officer of the Issuer, in form reasonably satisfactory to the AgentsDistributors, to the effect that the statements contained in the certificate covering the matters set forth in Section 5(e5(f) hereof which was last furnished to the Agents Distributors pursuant to Section 5(f) or this Section 6(b) are true and correct at the time of such amendment or supplement supplement, 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 or supplemented at such time and except that the statements contained in the certificate covering the matters set forth in clause (ii) of Section 5(e) shall be deemed to relate to the time of delivery of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(e5(f). Any certificate furnished under this Section 6(b), modified as necessary to however, shall relate to the Registration Statement and the Prospectus as amended or supplemented at the time of delivery of such certificate and, in the case of the matters set forth in clause (ii) of Section 5(e5(f)(ii), to the time of delivery of such certificate; provided, however, that the Issuer shall deliver such certificate with respect to a Representation Date arising from the incorporation by reference into the Prospectus of a current report on Form 8-K or a quarterly report on Form 10-Q only upon the reasonable request of the Agents. (c) At each . A "Selected Representation Date, the Issuer shall, if reasonably requested by the Agents, concurrently furnish the Agents with a written opinion or opinions, dated the date of such Representation Date, of Issuer Counsel or Cravath, Swaine & Xxxxx, in form satisfactory to the Agents, to the effect set forth in Section 5(d) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date; provided, however, " means each time that in lieu of such opinion or opinions, counsel may furnish the Agents with a letter or letters to the effect 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 such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (d) At each Representation Date on which the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information as a result of filing of the Issuer's Annual Report on Form 10-K, and upon the reasonable request of the Agents, the Issuer shall cause PWC concurrently to furnish the Agents with a letter, addressed jointly to the Issuer and the Agents and dated the date of such Representation Date, in form and substance satisfactory to the 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 Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Issuer; 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, PWC may limit the scope of such letter to the audited financial statements included in such amendment or supplement unless there is contained therein any (other accounting, financial or 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 shall be agreed upon than by the Agents. (e) The Issuer agrees that any obligation filing of a person who has agreed to purchase Securities as the result of solicitation by any Agent pursuant hereto to make payment for and take delivery of such Securities shall be subject to (i) the accuracya Current Report on Form 8-K or a Quarterly Report on Form 10-Q, on the related settlement date fixed pursuant to the Procedures, of the Issuer's representation and warranty deemed to be made to the Agents pursuant to the last sentence of subsection (a) of this Section 6, and (ii) a Prospectus Supplement that does not relate to the satisfaction, on such settlement date, of each of the conditions set forth in Sections 5(a), (b) and (c), it being understood that under no circumstance shall any Agent have any duty or obligation to exercise the judgment permitted under Section 5(b) Securities or (ciii) on behalf of any such persona Pricing Supplement). (f) The Issuer agrees to make generally available to its security holders "earning statements" satisfying the provisions of Section 11(a) of the Securities Act of 1933 and Rule 158 thereunder, which requirement is deemed satisfied under such Rule through the Issuer's timely filing of periodic reports under Section 13 or 15(d) of the Exchange Act of 1934.

Additional Covenants of the Issuer. The Issuer agrees that: (a) Each acceptance by the Issuer of an offer for the purchase of Securities (whether through an Agent as agent or to one or more Agents as principal) and each delivery of Securities (whether through an Agent as agent or to one or more Agents as principal) shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance and a covenant that such representations and warranties will be true and correct 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 and the Prospectus as amended or supplemented at each such time. Each such acceptance by the Issuer of an offer for the to purchase of Securities shall be deemed to constitute an additional representation, warranty and agreement by the Issuer that, as of the settlement date for the sale of delivery of such securitiesSecurities 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 settlement delivery date and of any other Registered Securities to be issued and sold by the Issuer on or prior to such settlement delivery date, the aggregate amount of Registered Securities (including any Securities) which have been issued and sold by the Issuer will not exceed the amount of Registered Securities registered pursuant to the Registration Statement. (b) Each time that On each Representation Date on which the Registration Statement or the Prospectus shall be amended or supplemented (other than by a Pricing Supplement or by an amendment or supplement (i) that relates relating solely to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the SecuritiesSecurities or a change in the principal amount of Securities remaining to be sold or similar changes) (each such time being herein referred or by an amendment or supplement relating solely to as the terms of the Securities or a "Representation Date")change in the principal amount of Securities remaining to be sold or similar changes, the Issuer shall, (A) concurrently 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 Agents Distributors with a certificate, dated the date of delivery thereof, of the President or any Vice President, President and by the Treasurer, the Controller, the Secretary a principal financial or any Assistant Treasurer, Assistant Controller or Assistant Secretary accounting officer of the Issuer, in form satisfactory to the AgentsDistributors, to the effect that the statements contained in the certificate covering the matters set forth in Section 5(e5(g) hereof which was last furnished to the Agents Distributors pursuant to this Section 6(b) are true and correct at the time of such amendment or supplement supplement, 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 or supplemented at such time and except that the statements contained in the certificate covering the matters set forth in clause (ii) of Section 5(e) shall be deemed to relate to the time of delivery of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(e5(g); 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 at the time of delivery of such certificate and, in the case of the matters set forth in clause (ii) of Section 5(e5(g), to the time of delivery of such certificate; provided, however, that the Issuer shall deliver such certificate with respect to a Representation Date arising from the incorporation by reference into the Prospectus of a current report on Form 8-K or a quarterly report on Form 10-Q only upon the reasonable request of the Agents. (c) At each Representation DateDate referred to in Section 6(b), the Issuer shall, (A) concurrently if reasonably requested by such Representation Date shall occur at a Marketing Time, or (B) immediately at the Agentsnext Marketing Time if such Representation Date shall not occur at a Marketing Time, concurrently furnish the Agents Distributors with a written opinion or opinions, dated the date of such Representation Date, of Issuer Counsel or Cravath, Swaine & Xxxxxcounsel for the Issuer, in form satisfactory to the AgentsDistributors, to the effect set forth in Section 5(dSections 5(e) and 5(f) hereof; provided, but modifiedhowever, as necessarythat 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, to however, that any opinion or opinions furnished under this Section 6(c) shall relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date; providedDate and shall state that the Securities sold in the relevant Applicable Period (as defined below) have been duly executed, howeverauthenticated, that issued and delivered and constitute valid and legally binding obligations of the Issuer enforceable in lieu of such opinion or opinionsaccordance with their terms, counsel may furnish the Agents with a letter or letters subject only to the effect that the Agents may rely on a prior opinion delivered under exceptions set forth in clause (iii) of Section 5(d5(e) hereof as to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or this Section 6(c) affecting creditors' rights and general equity principles, and conform to the same extent as if it were dated the date of such letter (except that statements description thereof contained in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (d) At each Representation Date on which the Registration Statement relevant date or dates for the Prospectus shall be amended or supplemented to include additional financial information as a result of filing of the Issuer's Annual Report on Form 10-K, and upon the reasonable request of the Agents, the Issuer shall cause PWC concurrently to furnish the Agents with a letter, addressed jointly to the Issuer and the Agents and dated the date of such Representation Date, in form and substance satisfactory to the 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 Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Issuer; 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, PWC may limit the scope of such letter to the audited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or 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 shall be agreed upon by the Agents. (e) The Issuer agrees that any obligation of a person who has agreed to purchase Securities as the result of solicitation by any Agent pursuant hereto to make payment for and take delivery of such Securities shall be subject to (i) the accuracy, on the related settlement date fixed pursuant to the Procedures, of purchaser or purchasers thereof. For the Issuer's representation and warranty deemed to be made to the Agents pursuant to the last sentence of subsection (a) purpose of this Section 66(c), "Applicable Period" shall mean with respect to any opinion delivered on a Representation Date the period commencing on the date as of which the most recent prior opinion delivered at the Closing Date or under this Section 6(c) speaks and (ii) the satisfaction, ending on such settlement date, of each of the conditions set forth in Sections 5(a), (b) and (c), 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 personRepresentation Date. (f) The Issuer agrees to make generally available to its security holders "earning statements" satisfying the provisions of Section 11(a) of the Securities Act of 1933 and Rule 158 thereunder, which requirement is deemed satisfied under such Rule through the Issuer's timely filing of periodic reports under Section 13 or 15(d) of the Exchange Act of 1934.

Additional Covenants of the Issuer. The Issuer agrees that: (a) Each acceptance by the Issuer of an offer for the purchase of Securities (whether through an Agent as agent or to one or more Agents as principal) and each delivery of Securities (whether through an Agent as agent or to one or more Agents as principal) shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance and a covenant that such representations and warranties will be true and correct 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 and the Prospectus as amended or supplemented at each such time. Each such acceptance by the Issuer of an offer for the to purchase of Securities shall be deemed to constitute an additional representation, warranty and agreement by the Issuer that, as of the settlement date for the sale of delivery of such securitiesSecurities 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 settlement delivery date and of any other Registered Securities to be issued and sold by the Issuer on or prior to such settlement delivery date, the aggregate amount of Registered Securities (including any Securities) which have been issued and sold by the Issuer will not exceed the amount of Registered Securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement (i) that relates to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities) (each such time being herein referred to as a "Representation Date"Pricing Supplement), the Issuer shall, unless otherwise waived by the Distributor, (A) concurrently 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 Agents Distributor with a certificate, dated the date of delivery thereof, of the President or any Vice President, and by chairman of the Treasurerboard of directors, the Controllerchief executive officer, the Secretary or president, the chief financial officer, the chief administrative officer, the chief accounting officer and any Assistant Treasurer, Assistant Controller or Assistant Secretary Managing Director of the Issuer, in form satisfactory to the AgentsDistributor, to the effect that the statements contained in the certificate covering the matters set forth in Section 5(e5(f) hereof which was last furnished to the Agents Distributor pursuant to this Section 6(b) are true and correct at the time of such amendment or supplement supplement, 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 or supplemented at such time and except that the statements contained in the certificate covering the matters set forth in clause (ii) of Section 5(e) shall be deemed to relate to the time of delivery of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(e5(f); 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 at the time of delivery of such certificate and, in the case of the matters set forth in clause (ii) of Section 5(e5(f), to the time of delivery of such certificate; provided, however, that the Issuer shall deliver such certificate with respect to a Representation Date arising from the incorporation by reference into the Prospectus of a current report on Form 8-K or a quarterly report on Form 10-Q only upon the reasonable request of the Agents. (c) At each Representation DateDate referred to in Section 6(b), the Issuer shall, if reasonably requested unless otherwise waived by the AgentsDistributor, (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 Agents Distributor with a written opinion or opinions, dated the date of such Representation Date, of Issuer Counsel or Cravath, Swaine & Xxxxxcounsel for the Issuer, in form satisfactory to the AgentsDistributor, to the effect set forth in Section 5(d5(e) hereof; provided, but modifiedhowever, as necessarythat 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, to however, that any opinion or opinions furnished under this Section 6(c) shall relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date; providedDate and shall state that the Securities sold in the relevant Applicable Period (as defined below) have been duly executed, howeverauthenticated, that issued and delivered and constitute valid and legally binding obligations of the Issuer enforceable in lieu of such opinion or opinionsaccordance with their terms, counsel may furnish the Agents with a letter or letters subject only to the effect that the Agents may rely on a prior opinion delivered under exceptions set forth in clause (iii) of Section 5(d5(e) hereof as to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or this Section 6(c) affecting creditors' rights and general equity principles, and conform to the same extent as if it were dated the date of such letter (except that statements description thereof contained in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (d) At each Representation Date on which the Registration Statement relevant date or dates for the Prospectus shall be amended or supplemented to include additional financial information as a result of filing of the Issuer's Annual Report on Form 10-K, and upon the reasonable request of the Agents, the Issuer shall cause PWC concurrently to furnish the Agents with a letter, addressed jointly to the Issuer and the Agents and dated the date of such Representation Date, in form and substance satisfactory to the 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 Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Issuer; 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, PWC may limit the scope of such letter to the audited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or 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 shall be agreed upon by the Agents. (e) The Issuer agrees that any obligation of a person who has agreed to purchase Securities as the result of solicitation by any Agent pursuant hereto to make payment for and take delivery of such Securities shall be subject to (i) the accuracy, on the related settlement date fixed pursuant to the Procedures, of purchaser or purchasers thereof. For the Issuer's representation and warranty deemed to be made to the Agents pursuant to the last sentence of subsection (a) purpose of this Section 66(c), "Applicable Period" shall mean with respect to any opinion delivered on a Representation Date the period commencing on the date as of which the most recent prior opinion delivered at the Closing Date or under this Section 6(c) speaks and (ii) the satisfaction, ending on such settlement date, of each of the conditions set forth in Sections 5(a), (b) and (c), 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 personRepresentation Date. (f) The Issuer agrees to make generally available to its security holders "earning statements" satisfying the provisions of Section 11(a) of the Securities Act of 1933 and Rule 158 thereunder, which requirement is deemed satisfied under such Rule through the Issuer's timely filing of periodic reports under Section 13 or 15(d) of the Exchange Act of 1934.

Additional Covenants of the Issuer. The Issuer agrees that: (a) Each acceptance by the Issuer of an offer for the purchase of Securities (whether through an solicited by any Agent as agent or to one or more Agents as principal) and each delivery of Securities (whether through an Agent as agent or to one or more Agents as principal) pursuant hereto shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance and a covenant that such representations and warranties will be true and correct 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 Prospectus as amended or supplemented at each such time. Each such acceptance by the Issuer of an offer for the purchase of Securities shall be deemed to constitute an additional representation, warranty and agreement by the Issuer that, as of the settlement date for the sale of such securities, after giving effect to the issuance of such Securities, of any other Securities to be issued on or prior to such settlement date and of any other Registered Securities to be issued and sold by the Issuer on or prior to such settlement date, the aggregate amount of Registered EXECUTION COPY Securities (including any Securities) which have been issued and sold by the Issuer will not exceed the amount of Registered Securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement (i) that relates to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities) (each such time being herein referred to as a "Representation Date"), the Issuer shall, concurrently with such amendment or supplement, furnish the Agents with a certificate, dated the date of delivery thereof, of the President Chief Executive Officer or any Vice President, President and by the Treasurer, the Controller, the Secretary or any Assistant Treasurer, Assistant Controller or Assistant Secretary any principal financial or accounting officer of the Issuer, in form satisfactory to the Agents, 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 Agents are true and correct at the time of such amendment or supplement 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 or supplemented at such time and except that the statements contained in the certificate covering the matters set forth in clause (ii) of Section 5(e) shall be deemed to relate to the time of delivery of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(e), modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented at the time of delivery of such certificate and, in the case of the matters set forth in clause (ii) of Section 5(e), to the time of delivery of such certificate; provided, however, that the Issuer shall deliver such certificate with respect to a Representation Date arising from the incorporation by reference into the Prospectus of a current report on Form 8-K or a quarterly report on Form 10-Q only upon the reasonable request of the Agents. (c) At each Representation Date, the Issuer shall, if reasonably requested by the Agents, concurrently furnish the Agents with a written opinion or opinions, dated the date of such Representation Date, of Issuer Counsel or Cravath, Swaine & Xxxxx, in form satisfactory to the Agents, to the effect set forth in Section 5(d) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date; provided, however, that in lieu of such opinion or opinions, counsel may furnish the Agents with a letter or letters to the effect 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 such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (d) At each Representation Date on which the Registration Statement or the EXECUTION COPY Prospectus shall be amended or supplemented to include additional financial information as a result of filing of the Issuer's Annual Report on Form 10-K, and upon the reasonable request of the Agents, the Issuer shall cause PWC concurrently to furnish the Agents with a letter, addressed jointly to the Issuer and the Agents and dated the date of such Representation Date, in form and substance satisfactory to the 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 Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Issuer; 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, PWC may limit the scope of such letter to the audited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or 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 shall be agreed upon by the Agents. (e) The Issuer agrees that any obligation of a person who has agreed to purchase Securities as the result of solicitation by any Agent pursuant hereto to make payment for and take delivery of such Securities shall be subject to (i) the accuracy, on the related settlement date fixed pursuant to the Procedures, of the Issuer's representation and warranty deemed to be made to the Agents pursuant to the last sentence of subsection (a) of this Section 6, and (ii) the satisfaction, on such settlement date, of each of the conditions set forth in Sections 5(a), (b) and (c), 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. (f) The Issuer agrees to make generally available to its security holders "earning statements" satisfying the provisions of Section 11(a) of the Securities Act of 1933 and Rule 158 thereunder, which requirement is deemed satisfied under such Rule through the Issuer's timely filing of periodic reports under Section 13 or 15(d) of the Exchange Act of 1934.

Additional Covenants of the Issuer. The Issuer agrees that: (a) Each acceptance by the Issuer of an offer for the purchase of Securities (whether through an Agent as agent or to one or more Agents as principal) and each delivery of Securities (whether through an Agent as agent or to one or more Agents as principal) shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance and a covenant that such representations and warranties will be true and correct 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 and the Prospectus as amended or supplemented at each such time. Each such acceptance by the Issuer of an offer for the to purchase of Securities shall be deemed to constitute an additional representation, warranty and agreement by the Issuer that, as of the settlement date for the sale of delivery of such securitiesSecurities 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 settlement delivery date and of any other Registered Securities to be issued and sold by the Issuer on or prior to such settlement delivery date, the aggregate amount of Registered Securities (including any Securities) which have been issued and sold by the Issuer will not exceed the amount of Registered Securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement (i) that relates to an offering through the filing with the Commission by the Issuer of Registered Securities an annual report on Form 10-K (or any amendment thereto), a quarterly report on Form 10-Q (or any amendment thereto) or (if requested by the Distributor at the time of such filing) a current report on Form 8-K or any other post-effective amendment to such Registration Statement or amendment or supplement to such Prospectus (other than the Securities or (ii) that solely specifies the terms of the Securities) (each such time being herein referred to as a "Representation Date"Pricing Supplement), the Issuer shall, unless otherwise waived by the Distributor, (A) concurrently 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 Agents Distributor with a certificate, dated the date of delivery thereof, of the President or any Vice President, and by chairman of the Treasurerboard of directors, the Controllerchief executive officer, the Secretary or president, the chief financial officer, the chief administrative officer, the chief accounting officer and any Assistant Treasurer, Assistant Controller or Assistant Secretary Managing Director of the Issuer, in form satisfactory to the AgentsDistributor, to the effect that the statements contained in the certificate covering the matters set forth in Section 5(e5(f) hereof which was last furnished to the Agents Distributor pursuant to this Section 6(b) are true and correct at the time of such amendment or supplement supplement, 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 or supplemented at such time and except that the statements contained in the certificate covering the matters set forth in clause (ii) of Section 5(e) shall be deemed to relate to the time of delivery of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(e5(f); 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 at the time of delivery of such certificate and, in the case of the matters set forth in clause (ii) of Section 5(e5(f), to the time of delivery of such certificate; provided, however, that the Issuer shall deliver such certificate with respect to a Representation Date arising from the incorporation by reference into the Prospectus of a current report on Form 8-K or a quarterly report on Form 10-Q only upon the reasonable request of the Agents. (c) At each Representation DateDate referred to in Section 6(b), the Issuer shall, if reasonably requested unless otherwise waived by the AgentsDistributor, (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 Agents Distributor with a written opinion or opinions, dated the date of such Representation Date, of Issuer Counsel or Cravath, Swaine & Xxxxxcounsel for the Issuer, in form satisfactory to the AgentsDistributor, to the effect set forth in Section 5(d5(e) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date; provided, however, that in lieu of to the extent appropriate such opinion or opinions, counsel opinions may furnish the Agents with a letter or letters to the effect 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 such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (d) At each Representation Date on which the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information as a result of filing of the Issuer's Annual Report on Form 10-K, and upon the reasonable request of the Agents, the Issuer shall cause PWC concurrently to furnish the Agents with a letter, addressed jointly to the Issuer and the Agents and dated the date of such Representation Date, in form and substance satisfactory to the Agents, to the effect reconfirm matters set forth in Section 5(f) hereof but modified to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Issuer; 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, PWC may limit the scope of such letter to the audited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or 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 shall be agreed upon by the Agents. (e) The Issuer agrees that any obligation of a person who has agreed to purchase Securities as the result of solicitation by any Agent pursuant hereto to make payment for and take delivery of such Securities shall be subject to (i) the accuracy, on the related settlement date fixed pursuant to the Procedures, of the Issuer's representation and warranty deemed to be made to the Agents pursuant to the last sentence of subsection (a) of this Section 6, and (ii) the satisfaction, on such settlement date, of each of the conditions set forth in Sections 5(a), (b) and (c), 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. (f) The Issuer agrees to make generally available to its security holders "earning statements" satisfying the provisions of Section 11(a) of the Securities Act of 1933 and Rule 158 thereunder, which requirement is deemed satisfied under such Rule through the Issuer's timely filing of periodic reports under Section 13 or 15(d) of the Exchange Act of 1934.forth

Additional Covenants of the Issuer. The Issuer agrees that: (a) Each acceptance by the Issuer of an offer for the purchase of Securities (whether through an solicited by any Agent as agent or to one or more Agents as principal) and each delivery of Securities (whether through an Agent as agent or to one or more Agents as principal) pursuant hereto shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance and a covenant that such representations and warranties will be true and correct 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 Prospectus as amended or supplemented at each such time. Each such acceptance by the Issuer of an offer for the purchase of Securities shall be deemed to constitute an additional representation, warranty and agreement by the Issuer that, as of the settlement date for the sale of such securities, after giving effect to the issuance of such Securities, of any other Securities to be issued on or prior to such settlement date and of any other Registered Securities to be issued and sold by the Issuer on or prior to such settlement date, the aggregate amount of Registered Securities (including any Securities) which have been issued and sold by the Issuer will not exceed the amount of Registered Securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement (i) that relates to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities) (each such time being herein referred to as a "Representation Date"), the Issuer shall, concurrently with such amendment or supplement, furnish the Agents with a certificate, dated the date of delivery thereof, of the President Chief Executive Officer or any Vice President, President and by the Treasurer, the Controller, the Secretary or any Assistant Treasurer, Assistant Controller or Assistant Secretary any principal financial or accounting officer of the Issuer, in form satisfactory to the Agents, 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 Agents are true and correct at the time of such amendment or supplement 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 or supplemented at such time and except that the statements contained in the certificate covering the matters set forth in clause (ii) of Section 5(e) shall be deemed to relate to the time of delivery of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(e), modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented at the time of delivery of such certificate and, in the case of the matters set forth in clause (ii) of Section 5(e), to the time of delivery of such certificate; provided, however, that the Issuer shall deliver such certificate with respect to a Representation Date arising from the incorporation by reference into the Prospectus of a current report on Form 8-K or a quarterly report on Form 10-Q only upon the reasonable request of the Agents. (c) At each Representation Date, the Issuer shall, if reasonably requested by the Agents, concurrently furnish the Agents with a written opinion or opinions, dated the date of such Representation Date, of Issuer Counsel or Cravath, Swaine & Xxxxx, in form satisfactory to the Agents, to the effect set forth in Section 5(d) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date; provided, however, that in lieu of such opinion or opinions, counsel may furnish the Agents with a letter or letters to the effect 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 such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (d) At each Representation Date on which the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information as a result of filing of the Issuer's Annual Report on Form 10-K, and upon the reasonable request of the Agents, the Issuer shall cause PWC Price Waterhouse concurrently to furnish the Agents with a letter, addressed jointly to the Issuer and the Agents and dated the date of such Representation Date, in form and substance satisfactory to the 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 Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Issuer; 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, PWC Price Waterhouse may limit the scope of such letter to the audited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or 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 shall be agreed upon by the Agents. (e) The Issuer agrees that any obligation of a person who has agreed to purchase Securities as the result of solicitation by any Agent pursuant hereto to make payment for and take delivery of such Securities shall be subject to (i) the accuracy, on the related settlement date fixed pursuant to the Procedures, of the Issuer's representation and warranty deemed to be made to the Agents pursuant to the last sentence of subsection (a) of this Section 6, and (ii) the satisfaction, on such settlement date, of each of the conditions set forth in Sections 5(a), (b) and (c), 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. (f) The Issuer agrees to make generally available to its security holders "earning statements" satisfying the provisions of Section 11(a) of the Securities Act of 1933 and Rule 158 thereunder, which requirement is deemed satisfied under such Rule through the Issuer's timely filing of periodic reports under Section 13 or 15(d) of the Exchange Act of 1934.

Additional Covenants of the Issuer. The Issuer agrees that: (a) Each acceptance by the Issuer of an offer for the purchase of Securities (whether through an Agent as agent or to one or more Agents as principal) and each delivery of Securities (whether through an Agent as agent or to one or more Agents as principal) shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance and a covenant an undertaking that such representations and warranties will be true and correct 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 and the Prospectus as amended or supplemented at each such time. Each such acceptance by the Issuer of an offer for the purchase of Securities shall be deemed to constitute an additional representation, warranty and agreement by the Issuer that, as of the settlement date for the sale of such securitiesSecurities, after giving effect to the issuance of such Securities, of any other Securities to be issued on or prior to such settlement date and of any other Registered Securities to be issued and sold by the Issuer on or prior to such settlement date, the aggregate amount of Registered Securities (including any Securities) which have been issued and sold by the Issuer will not exceed the amount of Registered Securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement (i) that relates to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities) (each such time being herein referred to as a "Representation Date"Pricing Supplement), the Issuer shall, (A) concurrently with such amendment or supplement, if such amendment or supplement shall occur at a Marketing Period, or (B) immediately at the next Marketing Period if such amendment or supplement shall not occur at a Marketing Period, furnish the Agents with a certificate, dated the date of delivery thereof, of the President or any Vice President, President and by the Treasurer, the Controller, the Secretary a principal financial or any Assistant Treasurer, Assistant Controller or Assistant Secretary accounting officer of the Issuer, in form satisfactory to the Agents, 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 Agents are true and correct at the time of such amendment or supplement supplement, 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 or supplemented at such time and except that the statements contained in the certificate covering the matters set forth in clause (ii) of Section 5(e) shall be deemed to relate to the time of delivery of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(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 at the time of delivery of such certificate and, in the case of the matters set forth in clause (ii) of Section 5(e)) hereof, to the time of delivery of such certificate; provided, however, that the Issuer shall deliver such certificate with respect to a Representation Date arising from the incorporation by reference into the Prospectus of a current report on Form 8-K or a quarterly report on Form 10-Q only upon the reasonable request of the Agents. (c) At each Representation DateDate referred to in Section 6(b) on which the Registration Statement or the Prospectus shall be amended or supplemented, the Issuer shall, (A) concurrently if reasonably requested by such Representation Date shall occur at a Marketing Period, or (B) immediately at the Agentsnext Marketing Period if such Representation Date shall not occur at a Marketing Period, concurrently furnish the Agents with a written opinion or opinions, dated the date of such Representation Date, of Issuer Counsel or Cravath, Swaine & Xxxxxcounsel for the Issuer, in form satisfactory to the Agents, to the effect set forth in Section 5(d) hereof; PROVIDED, but modifiedHOWEVER, as necessarythat to the extent appropriate such opinion or opinions may reconfirm matters set forth in a prior opinion delivered under Section 5(d) or this Section 6(c); PROVIDED FURTHER, to HOWEVER, that any opinion or opinions furnished under this Section 6(c) shall relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date; providedDate and shall state that the Securities sold in the relevant Applicable Period have been duly executed, howeverauthenticated, that issued and delivered and constitute valid and legally binding obligations of the Issuer enforceable in lieu of such opinion or opinions, counsel may furnish the Agents accordance with a letter or letters their terms and conform to the effect 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 description thereof contained in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (d) At each Representation Date on which the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information as a result of filing of the Issuer's Annual Report on Form 10-K, and upon the reasonable request of the Agents, the Issuer shall cause PWC concurrently to furnish the Agents with a letter, addressed jointly to the Issuer and the Agents and dated the date of such Representation Date, in form and substance satisfactory to the 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 Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Issuer; 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, PWC may limit the scope of such letter to the audited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or 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 shall be agreed upon by the Agents. (e) The Issuer agrees that any obligation of a person who has agreed to purchase Securities as the result of solicitation by any Agent pursuant hereto to make payment for and take delivery of such Securities shall be subject to (i) the accuracy, on the related settlement date fixed pursuant to the Procedures, of the Issuer's representation and warranty deemed to be made to the Agents pursuant to the last sentence of subsection (a) of this Section 6, and (ii) the satisfaction, on such settlement date, of each of the conditions set forth in Sections 5(a), (b) and (c), 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. (f) The Issuer agrees to make generally available to its security holders "earning statements" satisfying the provisions of Section 11(a) of the Securities Act of 1933 and Rule 158 thereunder, which requirement is deemed satisfied under such Rule through the Issuer's timely filing of periodic reports under Section 13 or 15(d) of the Exchange Act of 1934.relevant settlement

Additional Covenants of the Issuer. The Issuer agrees that: (a) Each acceptance by the Issuer of an offer for the purchase of Securities (whether through an solicited by any Agent as agent or to one or more Agents as principal) and each delivery of Securities (whether through an Agent as agent or to one or more Agents as principal) pursuant hereto shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance and a covenant that such representations and warranties will be true and correct 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 Prospectus as amended or supplemented at each such time. Each such acceptance by the Issuer of an offer for the purchase of Securities shall be deemed to constitute an additional representation, warranty and agreement by the Issuer that, as of the settlement date for the sale of such securities, after giving effect to the issuance of such Securities, of any other Securities to be issued on or prior to such settlement date and of any other Registered Securities to be issued and sold by the Issuer on or prior to such settlement date, the aggregate amount of Registered Securities (including any Securities) which have been issued and sold by the Issuer will not exceed the amount of Registered Securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement (i) that relates to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities) (each such time being herein referred to as a "Representation Date"), the Issuer shall, concurrently with such amendment or supplement, furnish the Agents with a certificate, dated the date of delivery thereof, of the President Chief Executive Officer or any Vice President, President and by the Treasurer, the Controller, the Secretary or any Assistant Treasurer, Assistant Controller or Assistant Secretary any principal financial or accounting officer of the Issuer, in form satisfactory to the Agents, 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 Agents are true and correct at the time of such amendment or supplement 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 or supplemented at such time and except that the statements contained in the certificate covering the matters set forth in clause (ii) of Section 5(e) shall be deemed to relate to the time of delivery of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(e), modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented at the time of delivery of such certificate and, in the case of the matters set forth in clause (ii) of Section 5(e), to the time of delivery of such certificate; provided, however, that the Issuer shall deliver such certificate with respect to a Representation Date arising from the incorporation by reference into the Prospectus of a current report on Form 8-K or a quarterly report on Form 10-Q only upon the reasonable request of the Agents. (c) At each Representation Date, the Issuer shall, if reasonably requested by the Agents, concurrently furnish the Agents with a written opinion or opinions, dated the date of such Representation Date, of Issuer Counsel or Cravath, Swaine & Xxxxx, in form satisfactory to the Agents, to the effect set forth in Section 5(d) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date; provided, however, that in lieu of such opinion or opinions, counsel may furnish the Agents with a letter or letters to the effect 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 such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (d) At each Representation Date on which the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information as a result of filing of the Issuer's Annual Report on Form 10-K, and upon the reasonable request of the Agents and at the expense of the Agents, the Issuer shall cause PWC concurrently to furnish the Agents with a letter, addressed jointly to the Issuer and the Agents and dated the date of such Representation Date, in form and substance satisfactory to the 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 Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Issuer; 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, PWC may limit the scope of such letter to the audited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or 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 shall be agreed upon by the Agents. (e) The Issuer agrees that any obligation of a person who has agreed to purchase Securities as the result of solicitation by any Agent pursuant hereto to make payment for and take delivery of such Securities shall be subject to (i) the accuracy, on the related settlement date fixed pursuant to the Procedures, of the Issuer's representation and warranty deemed to be made to the Agents pursuant to the last sentence of subsection (a) of this Section 6, and (ii) the satisfaction, on such settlement date, of each of the conditions set forth in Sections 5(a), (b) and (c), 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. (f) The Issuer agrees to make generally available to its security holders "earning statements" satisfying the provisions of Section 11(a) of the Securities Act of 1933 and Rule 158 thereunder, which requirement is deemed satisfied under such Rule through the Issuer's timely filing of periodic reports under Section 13 or 15(d) of the Exchange Act of 1934.

Additional Covenants of the Issuer. The Issuer agrees that: (a) Each acceptance by the Issuer of an offer for the purchase of Securities (whether through an Agent as agent or to one or more Agents as principal) and each delivery of Securities (whether through an Agent as agent or to one or more Agents as principal) shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance and a covenant that such representations and warranties will be true and correct 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 Prospectus Registration Statement and the Final Prospectus, each as amended or supplemented at to each such time. Each such acceptance by the Issuer of an offer for the purchase of Securities shall be deemed to constitute an additional representation, warranty and agreement by the Issuer that, as of the settlement date for the sale of such securities, after giving effect to the issuance of such Securities, of any other Securities to be issued on or prior to such settlement date and of any other Registered Securities to be issued and sold by the Issuer on or prior to such settlement date, the aggregate amount of Registered Securities (including any Securities) which have been issued and sold by the Issuer will not exceed the amount of Registered Securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Final Prospectus shall be amended or supplemented (other than by an amendment or supplement (i) that relates to an offering through the filing with the Commission by the Issuer of Registered Securities an annual report on Form 20-F, report on Form 6-K containing quarterly financial information incorporated by reference in the Registration Statement (or any amendment thereto) or (if requested by the Distributor at the time of such filing) any other report on Form 6-K or any other post-effective amendment to such Registration Statement or amendment or supplement to such Final Prospectus (other than the Securities or (ii) that solely specifies the terms of the Securities) (each such time being herein referred to as a "Representation Date"Pricing Supplement), the Issuer shall, unless otherwise waived by the Distributor, (A) concurrently 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 Agents Distributor with a certificate, dated the date of delivery thereof, of the President or any Vice President, and by the Treasurer, the Controller, the Secretary or any Assistant Treasurer, Assistant Controller or Assistant Secretary of the Issuertwo Authorized Persons, in form satisfactory to the AgentsDistributor, to the effect that the statements contained in the certificate covering the matters set forth in Section 5(e6(g) hereof which was last furnished to the Agents Distributor pursuant to this Section 7(b) are true and correct at the time of such amendment or supplement supplement, 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 or supplemented at such time and except that the statements contained in the certificate covering the matters set forth in clause (ii) of Section 5(e) shall be deemed to relate to the time of delivery of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(e6(g); provided, modified as necessary to however, that any certificate furnished under this Section 7(b) shall relate to the Registration Statement and the Final Prospectus as amended or supplemented at the time of delivery of such certificate and, in the case of the matters set forth in clause (ii) of Section 5(e6(g), to the time of delivery of such certificate; provided, however, that the Issuer shall deliver such certificate with respect to a Representation Date arising from the incorporation by reference into the Prospectus of a current report on Form 8-K or a quarterly report on Form 10-Q only upon the reasonable request of the Agents. (c) At each Representation DateDate referred to in Section 7(b), the Issuer shall, if reasonably requested unless otherwise waived by the AgentsDistributor, (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 Agents Distributor with a written opinion or opinions, dated the date of such Representation Date, of Issuer Counsel or Cravath, Swaine & Xxxxxcounsel for the Issuer, in form satisfactory to the AgentsDistributor, to the effect set forth in Section 5(dSections 6(d) and (f) hereof; provided, but modifiedhowever, as necessarythat 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 7(c); provided further, to however, that any opinion or opinions furnished under this Section 7(c) shall relate to the Registration Statement and the Final Prospectus as amended or supplemented at such Representation Date; providedDate and shall state that the Securities sold in the relevant Applicable Period (as defined below) have been duly executed, howeverauthenticated, that issued and delivered and constitute valid and legally binding obligations of the Issuer enforceable in lieu of such opinion or opinionsaccordance with their terms, counsel may furnish the Agents with a letter or letters subject only to the effect that the Agents may rely on a prior opinion delivered under exceptions set forth in clause (i) of Section 5(d6(f) hereof as to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or this Section 6(c) affecting creditors’ rights and general equity principles, and conform to the same extent as if it were dated description thereof contained in the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Final Prospectus as amended or supplemented at such Representation Date). (d) At each Representation Date on which the Registration Statement relevant date or dates for the Prospectus shall be amended or supplemented to include additional financial information as a result of filing of the Issuer's Annual Report on Form 10-K, and upon the reasonable request of the Agents, the Issuer shall cause PWC concurrently to furnish the Agents with a letter, addressed jointly to the Issuer and the Agents and dated the date of such Representation Date, in form and substance satisfactory to the 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 Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Issuer; 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, PWC may limit the scope of such letter to the audited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or 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 shall be agreed upon by the Agents. (e) The Issuer agrees that any obligation of a person who has agreed to purchase Securities as the result of solicitation by any Agent pursuant hereto to make payment for and take delivery of such Securities shall be subject to (i) the accuracy, on the related settlement date fixed pursuant to the Procedures, of purchaser or purchasers thereof. For the Issuer's representation and warranty deemed to be made to the Agents pursuant to the last sentence of subsection (a) purpose of this Section 67(c), “Applicable Period” shall mean with respect to any opinion delivered on a Representation Date the period commencing on the date as of which the most recent prior opinion delivered at the Closing Date or under this Section 7(c) speaks and (ii) the satisfaction, ending on such settlement date, of each of the conditions set forth in Sections 5(a), (b) and (c), 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 personRepresentation Date. (f) The Issuer agrees to make generally available to its security holders "earning statements" satisfying the provisions of Section 11(a) of the Securities Act of 1933 and Rule 158 thereunder, which requirement is deemed satisfied under such Rule through the Issuer's timely filing of periodic reports under Section 13 or 15(d) of the Exchange Act of 1934.

Additional Covenants of the Issuer. The Issuer agrees that: (a) Each acceptance by the Issuer of an offer for the purchase of Securities (whether through an Agent as agent or to one or more Agents as principal) and each delivery of Securities (whether through an Agent as agent or to one or more Agents as principal) shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance and a covenant that such representations and warranties will be true and correct 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 and the Prospectus as amended or supplemented at each such time. Each such acceptance by the Issuer of an offer for the to purchase of Securities shall be deemed to constitute an additional representation, warranty and agreement by the Issuer that, as of the settlement date for the sale of delivery of such securitiesSecurities 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 settlement delivery date and of any other Registered Securities to be issued and sold by the Issuer on or prior to such settlement delivery date, the aggregate amount of Registered Securities (including any Securities) which have been issued and sold by the Issuer will not exceed the amount of Registered Securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement (i) that relates to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities) (each such time being herein referred to as a "Representation Date"Pricing Supplement), the Issuer shall, unless otherwise waived by the Distributor, (A) concurrently 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 Agents Distributor with a certificate, dated the date of delivery thereof, of the President or any Vice President, and by chairman of the Treasurerboard of directors, the Controllerchief executive officer, the Secretary or president, the chief financial officer, the chief administrative officer, the chief accounting officer and any Assistant Treasurer, Assistant Controller or Assistant Secretary Managing Director of the Issuer, in form satisfactory to the AgentsDistributor, to the effect that the statements contained in the certificate covering the matters set forth in Section 5(e5(f) hereof which was last furnished to the Agents Distributor pursuant to this Section 6(b) are true and correct at the time of such amendment or supplement supplement, 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 or supplemented at such time and except that the statements contained in the certificate covering the matters set forth in clause (ii) of Section 5(e) shall be deemed to relate to the time of delivery of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(e5(f); 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 at the time of delivery of such certificate and, in the case of the matters set forth in clause (ii) of Section 5(e5(f), to the time of delivery of such certificate; provided, however, that the Issuer shall deliver such certificate with respect to a Representation Date arising from the incorporation by reference into the Prospectus of a current report on Form 8-K or a quarterly report on Form 10-Q only upon the reasonable request of the Agents. (c) At each Representation DateDate referred to in Section 6(b), the Issuer shall, if reasonably requested unless otherwise waived by the AgentsDistributor, (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 Agents Distributor with a written opinion or opinions, dated the date of such Representation Date, of Issuer Counsel or Cravath, Swaine & Xxxxxcounsel for the Issuer, in form satisfactory to the AgentsDistributor, to the effect set forth in Section 5(d5(e) hereof; PROVIDED, but modifiedHOWEVER, as necessary, to relate that to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date; provided, however, that in lieu of extent appropriate such opinion or opinions, counsel opinions may furnish the Agents with a letter or letters to the effect that the Agents may rely on reconfirm matters set forth in a prior opinion delivered at the Closing Date or 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 such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (d) At each Representation Date on which the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information as a result of filing of the Issuer's Annual Report on Form 10-K; PROVIDED FURTHER, and upon the reasonable request of the AgentsHOWEVER, the Issuer shall cause PWC concurrently to furnish the Agents with a letter, addressed jointly to the Issuer and the Agents and dated the date of such Representation Date, in form and substance satisfactory to the 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 Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Issuer; 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, PWC may limit the scope of such letter to the audited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or 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 shall be agreed upon by the Agents. (e) The Issuer agrees that any obligation of a person who has agreed to purchase Securities as the result of solicitation by any Agent pursuant hereto to make payment for and take delivery of such Securities shall be subject to (i) the accuracy, on the related settlement date fixed pursuant to the Procedures, of the Issuer's representation and warranty deemed to be made to the Agents pursuant to the last sentence of subsection (a) of this Section 6, and (ii) the satisfaction, on such settlement date, of each of the conditions set forth in Sections 5(a), (b) and (c), 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. (f) The Issuer agrees to make generally available to its security holders "earning statements" satisfying the provisions of Section 11(a) of the Securities Act of 1933 and Rule 158 thereunder, which requirement is deemed satisfied under such Rule through the Issuer's timely filing of periodic reports under Section 13 or 15(d) of the Exchange Act of 1934.

Additional Covenants of the Issuer. The Issuer agrees that: (a) Each acceptance by the Issuer of an offer for the purchase of Securities (whether through an Agent as agent or to one or more Agents as principal) and each delivery of Securities (whether through an Agent as agent or to one or more Agents as principal) shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance and a covenant that such representations and warranties will be true and correct 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 Prospectus as amended or supplemented at each such time. Each such acceptance by the Issuer of an offer for the purchase of Securities shall be deemed to constitute an additional representation, warranty and agreement by the Issuer that, as of the settlement date for the sale of such securities, after giving effect to the issuance of such Securities, of any other Securities to be issued on or prior to such settlement date and of any other Registered Securities to be issued and sold by the Issuer on or prior to such settlement date, the aggregate amount of Registered Securities (including any Securities) which have been issued and sold by the Issuer will not exceed the amount of Registered Securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement (i) that relates to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities) (each such time being herein referred to as a "Representation Date"), the Issuer shall, concurrently with such amendment or supplement, furnish the Agents with a certificate, dated the date of delivery thereof, of the President or any Vice President, and by the Treasurer, the Controller, the Secretary or any Assistant Treasurer, Assistant Controller or Assistant Secretary of the Issuer, in form satisfactory to the Agents, 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 Agents are true and correct at the time of such amendment or supplement 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 or supplemented at such time and except that the statements contained in the certificate covering the matters set forth in clause (ii) of Section 5(e) shall be deemed to relate to the time of delivery of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(e), modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented at the time of delivery of such certificate and, in the case of the matters set forth in clause (ii) of Section 5(e), to the time of delivery of such certificate; provided, however, that the Issuer shall deliver such certificate with respect to a Representation Date arising from the incorporation by reference into the Prospectus of a current report on Form 8-K or a quarterly report on Form 10-Q only upon the reasonable request of the Agents. (c) At each Representation Date, the Issuer shall, if reasonably requested by the Agents, concurrently furnish the Agents with a written opinion or opinions, dated the date of such Representation Date, of Issuer Counsel or Cravath, Swaine & Xxxxx, in form satisfactory to the Agents, to the effect set forth in Section 5(d) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date; provided, however, that in lieu of such opinion or opinions, counsel may furnish the Agents with a letter or letters to the effect 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 such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (d) At each Representation Date on which the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information as a result of filing of the Issuer's Annual Report on Form 10-K, and upon the reasonable request of the Agents, the Issuer shall cause PWC PWC, and Ernst & Young, LLP, as applicable, concurrently to furnish the Agents with a letter, addressed jointly to the Issuer and the Agents and dated the date of such Representation Date, in form and substance satisfactory to the 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 Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Issuer; 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, PWC PWC, and Ernst & Young, LLP, as applicable, may limit the scope of such letter to the audited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or 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 shall be agreed upon by the Agents. (e) The Issuer agrees that any obligation of a person who has agreed to purchase Securities as the result of solicitation by any Agent pursuant hereto to make payment for and take delivery of such Securities shall be subject to (i) the accuracy, on the related settlement date fixed pursuant to the Procedures, of the Issuer's representation and warranty deemed to be made to the Agents pursuant to the last sentence of subsection (a) of this Section 6, and (ii) the satisfaction, on such settlement date, of each of the conditions set forth in Sections 5(a), (b) and (c), 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. (f) The Issuer agrees to make generally available to its security holders "earning statements" satisfying the provisions of Section 11(a) of the Securities Act of 1933 and Rule 158 thereunder, which requirement is deemed satisfied under such Rule through the Issuer's timely filing of periodic reports under Section 13 or 15(d) of the Exchange Act of 1934.

Additional Covenants of the Issuer. The Issuer agrees that: (a) Each acceptance by the Issuer of an offer for the purchase of Securities (whether through an Agent as agent or to one or more Agents as principal) and each delivery of Securities (whether through an Agent as agent or to one or more Agents as principal) shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance and a covenant that such representations and warranties will be true and correct 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 and the Prospectus as amended or supplemented at each such time. Each such acceptance by the Issuer of an offer for the purchase of Securities shall be deemed to constitute an additional representation, warranty and agreement by the Issuer that, as of the settlement date for the sale of such securitiesSecurities, after giving effect to the issuance of such Securities, of any other Securities to be issued on or prior to such settlement date and of any other Registered Securities to be issued and sold by the Issuer on or prior to such settlement date, the aggregate amount of Registered Securities (including any Securities) which have been issued and sold by the Issuer will not exceed the amount of Registered Securities registered pursuant to the Registration Statement. (b) Each During each Marketing Period, each time that the Registration Statement or the Prospectus shall be amended or supplemented (including the filing with the Commission of any document incorporated by reference into the Registration Statement, other than by an amendment or supplement (i) that relates to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities) (each such time being herein referred to as a "Representation Date"documents not containing financial statements, and excluding Pricing Supplements), the Issuer shall, unless otherwise waived by the Agents, (A) concurrently with such amendment or supplementsupplement or (B) if such amendment or supplement was not filed during a Marketing Period, on or before the first day of the next succeeding Marketing Period, furnish the Agents with a certificate, dated the date of delivery thereof, of either the Chairman of the Board of Directors, the President or any a Vice PresidentPresident of the Issuer, and by of either the Treasurerprincipal financial officer, principal accounting officer or the Controller, the Secretary or any Assistant Treasurer, Assistant Controller or Assistant Secretary Treasurer of the Issuer, in form satisfactory to the Agents, 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 Agents are true and correct at the time of such amendment or supplement supplement, 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 or supplemented at such time and except that the statements contained in the certificate covering the matters set forth in clause (ii) of Section 5(e) shall be deemed to relate to the time of delivery of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(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 at the time of delivery of such certificate and, in the case of the matters set forth in clause (ii) of Section 5(e), to the time of delivery of such certificate; provided, however, that the Issuer shall deliver such certificate with respect to a Representation Date arising from the incorporation by reference into the Prospectus of a current report on Form 8-K or a quarterly report on Form 10-Q only upon the reasonable request of the Agents. (c) At During each Marketing Period, at each Representation DateDate referred to in Section 6(b), the Issuer shall, if reasonably requested unless otherwise waived by the Agents, (A) concurrently with such amendment or supplement or (B) if such amendment or supplement was not filed during a Marketing Period, on or before the first day of the next succeeding Marketing Period, furnish the Agents with a written opinion or opinions, dated the date of such Representation Date, of Issuer Counsel or Cravath, Swaine & Xxxxxcounsel for the Issuer, in form reasonably satisfactory to the Agents, to the effect set forth in Section 5(d) hereof; provided, but modifiedhowever, as necessarythat to the extent appropriate such opinion or opinions may reconfirm matters set forth in a prior opinion delivered under Section 5(d) or this Section 6(c); provided further, to however, that any opinion or opinions furnished under this Section 6(c) shall relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date; providedDate and shall state that the Securities sold in the relevant Applicable Period have been duly executed, howeverauthenticated, that issued and delivered and constitute valid and legally binding obligations of the Issuer enforceable in lieu accordance with their terms, subject only to the exceptions set forth in clause (iii) of Section 5(d) hereof, and conform to the description thereof contained in the Prospectus as amended or supplemented at the relevant settlement date or dates for the sale of such Securities. For the purpose of this Section 6(c), "Applicable Period" shall mean with respect to any opinion or opinions, counsel may furnish the Agents with a letter or letters to the effect that the Agents may rely delivered on a Representation Date the period commencing on the date of the most recent 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 such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at ending on such Representation Date). (d) At each Representation Date on which the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information as a result of filing of the Issuer's Annual Report on Form 10-K, and upon the reasonable request of the Agents, the Issuer shall cause PWC concurrently to furnish the Agents with a letter, addressed jointly to the Issuer and the Agents and dated the date of such Representation Date, in form and substance satisfactory to the 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 Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Issuer; 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, PWC may limit the scope of such letter to the audited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or 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 shall be agreed upon by the Agents. (e) The Issuer agrees that any obligation of a person who has agreed to purchase Securities as the result of solicitation by any Agent pursuant hereto to make payment for and take delivery of such Securities shall be subject to (i) the accuracy, on the related settlement date fixed pursuant to the Procedures, of the Issuer's representation and warranty deemed to be made to the Agents pursuant to the last sentence of subsection (a) of this Section 6, and (ii) the satisfaction, on such settlement date, of each of the conditions set forth in Sections 5(a), (b) and (c), 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. (f) The Issuer agrees to make generally available to its security holders "earning statements" satisfying the provisions of Section 11(a) of the Securities Act of 1933 and Rule 158 thereunder, which requirement is deemed satisfied under such Rule through the Issuer's timely filing of periodic reports under Section 13 or 15(d) of the Exchange Act of 1934.

Additional Covenants of the Issuer. The Issuer agrees that: (a) Each acceptance by the Issuer of an offer for the purchase of Securities (whether through an Agent as agent or to one or more Agents as principal) and each delivery of Securities (whether through an Agent as agent or to one or more Agents as principal) shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance and a covenant that such representations and warranties will be true and correct 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 and the Prospectus as amended or supplemented at each such time. Each such acceptance by the Issuer of an offer for the to purchase of Securities shall be deemed to constitute an additional representation, warranty and agreement by the Issuer that, as of the settlement date for the sale of delivery of such securitiesSecurities 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 settlement delivery date and of any other Registered Securities to be issued and sold by the Issuer on or prior to such settlement delivery date, the aggregate amount of Registered Securities (including any Securities) which have been issued and sold by the Issuer will not exceed the amount of Registered Securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement (i) that relates to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities) (each such time being herein referred to as a "Representation Date"Pricing Supplement), the Issuer shall, unless otherwise waived by the Distributor, (A) concurrently 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 Agents Distributor with a certificate, dated the date of delivery thereof, of the President or any Vice President, and by chairman of the Treasurerboard of directors, the Controllerchief executive officer, the Secretary or president, the chief financial officer, the chief administrative officer, the chief accounting officer and any Assistant Treasurer, Assistant Controller or Assistant Secretary Managing Director of the Issuer, in form satisfactory to the AgentsDistributor, to the effect that the statements contained in the certificate covering the matters set forth in Section 5(e5(f) hereof which was last furnished to the Agents Distributor pursuant to this Section 6(b) are true and correct at the time of such amendment or supplement supplement, 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 or supplemented at such time and except that the statements contained in the certificate covering the matters set forth in clause (ii) of Section 5(e) shall be deemed to relate to the time of delivery of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(e5(f); 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 at the time of delivery of such certificate and, in the case of the matters set forth in clause (ii) of Section 5(e5(f), to the time of delivery of such certificate; provided, however, that the Issuer shall deliver such certificate with respect to a Representation Date arising from the incorporation by reference into the Prospectus of a current report on Form 8-K or a quarterly report on Form 10-Q only upon the reasonable request of the Agents. (c) At each Representation DateDate referred to in Section 6(b), the Issuer shall, if reasonably requested unless otherwise waived by the AgentsDistributor, (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 Agents Distributor with a written opinion or opinions, dated the date of such Representation Date, of Issuer Counsel or Cravath, Swaine & Xxxxxcounsel for the Issuer, in form satisfactory to the AgentsDistributor, to the effect set forth in Section 5(d5(e) hereof; PROVIDED, but modifiedHOWEVER, as necessarythat 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, to HOWEVER, that any opinion or opinions furnished under this Section 6(c) shall relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date; providedDate and shall state that the Securities sold in the relevant Applicable Period (as defined below) have been duly executed, howeverauthenticated, that issued and delivered and constitute valid and legally binding obligations of the Issuer enforceable in lieu of such opinion or opinionsaccordance with their terms, counsel may furnish the Agents with a letter or letters subject only to the effect that the Agents may rely on a prior opinion delivered under exceptions set forth in clause (iii) of Section 5(d5(e) hereof as to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or this Section 6(c) affecting creditors' rights and general equity principles, and conform to the same extent as if it were dated the date of such letter (except that statements description thereof contained in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (d) At each Representation Date on which the Registration Statement relevant date or dates for the Prospectus shall be amended or supplemented to include additional financial information as a result of filing of the Issuer's Annual Report on Form 10-K, and upon the reasonable request of the Agents, the Issuer shall cause PWC concurrently to furnish the Agents with a letter, addressed jointly to the Issuer and the Agents and dated the date of such Representation Date, in form and substance satisfactory to the 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 Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Issuer; 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, PWC may limit the scope of such letter to the audited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or 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 shall be agreed upon by the Agents. (e) The Issuer agrees that any obligation of a person who has agreed to purchase Securities as the result of solicitation by any Agent pursuant hereto to make payment for and take delivery of such Securities shall be subject to (i) the accuracy, on the related settlement date fixed pursuant to the Procedures, of purchaser or purchasers thereof. For the Issuer's representation and warranty deemed to be made to the Agents pursuant to the last sentence of subsection (a) purpose of this Section 66(c), "Applicable Period" shall mean with respect to any opinion delivered on a Representation Date the period commencing on the date as of which the most recent prior opinion delivered at the Closing Date or under this Section 6(c) speaks and (ii) the satisfaction, ending on such settlement date, of each of the conditions set forth in Sections 5(a), (b) and (c), 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 personRepresentation Date. (f) The Issuer agrees to make generally available to its security holders "earning statements" satisfying the provisions of Section 11(a) of the Securities Act of 1933 and Rule 158 thereunder, which requirement is deemed satisfied under such Rule through the Issuer's timely filing of periodic reports under Section 13 or 15(d) of the Exchange Act of 1934.

Additional Covenants of the Issuer. The Issuer agrees that: (a) Each acceptance by the Issuer of an offer for the purchase of Securities (whether through an solicited by any Agent as agent or to one or more Agents as principal) and each delivery of Securities (whether through an Agent as agent or to one or more Agents as principal) pursuant hereto shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance and a covenant that such representations and warranties will be true and correct 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 bein understood that such representations and warranties shall relate to the Prospectus as amended or supplemented at each such time. Each such acceptance by the Issuer of an offer for the purchase of Securities shall be deemed to constitute an additional representation, warranty and agreement by the Issuer that, as of the settlement date for the sale of such securities, after giving effect to the issuance of such Securities, of any other Securities to be issued on or prior to such settlement date and an of any other Registered Securities to be issued and sold by the Issuer on or prior to such settlement date, the aggregate amount of Registered Securities (including any Securities) which have been issued and sold by the Issuer will not exceed the amount of Registered Securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement (i) that relates to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities) (each such time being herein referred to as a "Representation Date"), the Issuer shall, concurrently with such amendment or supplement, furnish the Agents with a certificate, dated the date of delivery thereof, of the President Chief Executive Officer or any Vice President, President and by the Treasurer, the Controller, the Secretary or any Assistant Treasurer, Assistant Controller or Assistant Secretary any principal financial or accounting officer of the Issuer, in form satisfactory to the Agents, 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 Agents are true and correct at the time of such amendment or supplement as though made at and as of such time (except that such statements statement shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such time and except that the statements contained in the certificate covering the matters set forth in clause (ii) of Section 5(e) shall be deemed to relate to the time of delivery of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(e), modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented at the time of delivery of such certificate and, in the case of the matters set forth in clause (ii) of Section 5(e), to the time of delivery of such certificate; provided, however, that the Issuer shall deliver such certificate with respect to a Representation Date arising from the incorporation by reference into the Prospectus of a current report on Form 8-K or a quarterly report on Form 10-Q only upon the reasonable request of the Agents. (c) At each Representation Date, the Issuer shall, if reasonably requested by the Agents, concurrently furnish the Agents with a written opinion or opinions, dated the date of such Representation Date, of Issuer Counsel or Cravath, Swaine & Xxxxx, in form satisfactory to the Agents, to the effect set forth in Section 5(d) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date; provided, however, that in lieu of such opinion or opinions, counsel may furnish the Agents with a letter or letters to the effect 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 such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (d) At each Representation Date on which the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information as a result of filing of the Issuer's Annual Report on Form 10-K, and upon the reasonable request of the Agents and at the expense of the Agents, the Issuer shall cause PWC concurrently to furnish the Agents with a letter, addressed jointly to the Issuer and the Agents and dated the date of such Representation Date, in form and substance satisfactory to the 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 Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Issuer; 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, PWC may limit the scope of such letter to the audited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or 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 shall be agreed upon by the Agents. (e) The Issuer agrees that any obligation of a person who has agreed to purchase Securities as the result of solicitation by any Agent pursuant hereto to make payment for and take delivery of such Securities shall be subject to (i) the accuracy, on the related settlement date fixed pursuant to the Procedures, of the Issuer's representation and warranty deemed to be made to the Agents pursuant to the last sentence of subsection (a) of this Section 6, and (ii) the satisfaction, on such settlement date, of each of the conditions set forth in Sections 5(a), (b) and (c), 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. (f) The Issuer agrees to make generally available to its security holders "earning statements" satisfying the provisions of Section 11(a) of the Securities Act of 1933 and Rule 158 thereunder, which requirement is deemed satisfied under such Rule through the Issuer's timely filing of periodic reports under Section 13 or 15(d) of the Exchange Act of 1934.

Additional Covenants of the Issuer. The Issuer agrees that: (a) Each acceptance by the Issuer of an offer for the purchase of Securities (whether through an Agent as agent or to one or more Agents as principal) and each delivery of Securities (whether through an Agent as agent or to one or more Agents as principal) shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance and a covenant that such representations and warranties will be true and correct 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 Statements and the Prospectus as amended or supplemented at each such time. Each such acceptance by the Issuer of an offer for the purchase of Securities shall be deemed to constitute an additional representation, warranty and agreement by the Issuer that, as of the settlement date for the sale of such securitiesSecurities, after giving effect to the issuance of such Securities, of any other Securities to be issued on or prior to such settlement date and of any other Registered Securities to be issued and sold by the Issuer on or prior to such settlement date, the aggregate amount of Registered Securities (including any Securities) which have been issued and sold by the Issuer will not exceed the amount of Registered Securities registered pursuant to the Registration StatementStatements. (b) Each time that the Registration Statement Statements or the Prospectus shall be amended or supplemented (other than by an amendment or supplement (i) that relates to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities) (each such time being herein referred to as a "Representation Date"Pricing Supplement), the Issuer shall, (A) concurrently with such amendment or supplement, if such amendment or supplement shall occur during a Marketing Time, or (B) at or immediately prior to commencement of the next Marketing Time if such amendment or supplement shall not occur during a Marketing Time, furnish the Agents with a certificate, dated the date of delivery thereof, of the President or any Vice President, President and by the Treasurer, the Controller, the Secretary a principal financial or any Assistant Treasurer, Assistant Controller or Assistant Secretary accounting officer of the Issuer, in form satisfactory to the Agents, 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 Agents are true and correct at the time of such amendment or supplement supplement, 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 or supplemented at such time and except that the statements contained in the certificate covering the matters set forth in clause (ii) of Section 5(e) shall be deemed to relate to the time of delivery of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(e); provided, modified as necessary to however, that any certificate furnished under this Section 6(b) shall relate to the Registration Statement Statements and the Prospectus as amended or supplemented at the time of delivery of such certificate and, in the case of the matters set forth in clause (ii) of Section 5(e), to the time of delivery of such certificate; provided, however, that the Issuer shall deliver such certificate with respect to a Representation Date arising from the incorporation by reference into the Prospectus of a current report on Form 8-K or a quarterly report on Form 10-Q only upon the reasonable request of the Agents. (c) At each Representation DateDate referred to in Section 6(b), the Issuer shallshall (A) concurrently if such Representation Date shall occur during a Marketing Time, or (B) at or immediately prior to commencement of the next Marketing Time if reasonably requested by the Agentssuch Representation Date shall not occur during a Marketing Time, concurrently furnish the Agents with a written opinion or opinions, dated the date of such Representation Date, of Issuer Counsel or Cravath, Swaine & Xxxxxcounsel for the Issuer, in form satisfactory to the Agents, to the effect set forth in Section 5(d) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date; provided, however, that in lieu of to the extent appropriate such opinion or opinions, counsel opinions may furnish the Agents with a letter or letters to the effect 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 such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (d) At each Representation Date on which the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information as a result of filing of the Issuer's Annual Report on Form 10-K, and upon the reasonable request of the Agents, the Issuer shall cause PWC concurrently to furnish the Agents with a letter, addressed jointly to the Issuer and the Agents and dated the date of such Representation Date, in form and substance satisfactory to the Agents, to the effect reconfirm matters set forth in Section 5(f) hereof but modified to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Issuer; 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, PWC may limit the scope of such letter to the audited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or 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 shall be agreed upon by the Agents. (e) The Issuer agrees that any obligation of a person who has agreed to purchase Securities as the result of solicitation by any Agent pursuant hereto to make payment for and take delivery of such Securities shall be subject to (i) the accuracy, on the related settlement date fixed pursuant to the Procedures, of the Issuer's representation and warranty deemed to be made to the Agents pursuant to the last sentence of subsection (a) of this Section 6, and (ii) the satisfaction, on such settlement date, of each of the conditions set forth in Sections 5(a), (b) and (c), 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. (f) The Issuer agrees to make generally available to its security holders "earning statements" satisfying the provisions of Section 11(a) of the Securities Act of 1933 and Rule 158 thereunder, which requirement is deemed satisfied under such Rule through the Issuer's timely filing of periodic reports under Section 13 or 15(d) of the Exchange Act of 1934.prior

Additional Covenants of the Issuer. The Issuer agrees that: (a) Each acceptance by the Issuer of an offer for the purchase of Securities (whether through an Agent as agent or to one or more Agents as principal) and each delivery of Securities (whether through an Agent as agent or to one or more Agents as principal) shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance and a covenant that such representations and warranties will be true and correct 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 and the Prospectus as amended or supplemented at each such time. Each such acceptance by the Issuer of an offer for the purchase of Securities shall be deemed to constitute an additional representation, warranty and agreement by the Issuer that, as of the settlement date for the sale of such securitiesSecurities, after giving effect to the issuance of such Securities, of any other Securities to be issued on or prior to such settlement date and of any other Registered Securities to be issued and sold by the Issuer on or prior to such settlement date, the aggregate amount of Registered Securities (including any Securities) which have been issued and sold by the Issuer will not exceed the amount of Registered Securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement (i) that relates to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities) (each such time being herein referred to as a "Representation Date"Pricing Supplement), the Issuer shall, (A) concurrently with such amendment or supplement, furnish the Agents with a certificate, dated the date of delivery thereof, of the President or any Vice President, and by the Treasurer, the Controller, the Secretary or any Assistant Treasurer, Assistant Controller or Assistant Secretary of the Issuer, in form satisfactory to the Agents, 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 Agents are true and correct at the time of if such amendment or supplement 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 or supplemented at such time and except that the statements contained in the certificate covering the matters set forth in clause (ii) of Section 5(e) shall be deemed to relate to the time of delivery of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(e), modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented at the time of delivery of such certificate and, in the case of the matters set forth in clause (ii) of Section 5(e), to the time of delivery of such certificate; provided, however, that the Issuer shall deliver such certificate with respect to a Representation Date arising from the incorporation by reference into the Prospectus of a current report on Form 8-K or a quarterly report on Form 10-Q only upon the reasonable request of the Agents. (c) At each Representation Date, the Issuer shall, if reasonably requested by the Agents, concurrently furnish the Agents with a written opinion or opinions, dated the date of such Representation Date, of Issuer Counsel or Cravath, Swaine & Xxxxx, in form satisfactory to the Agents, to the effect set forth in Section 5(d) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date; provided, however, that in lieu of such opinion or opinions, counsel may furnish the Agents with a letter or letters to the effect 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 such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (d) At each Representation Date on which the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information as a result of filing of the Issuer's Annual Report on Form 10-K, and upon the reasonable request of the Agents, the Issuer shall cause PWC concurrently to furnish the Agents with a letter, addressed jointly to the Issuer and the Agents and dated the date of such Representation Date, in form and substance satisfactory to the 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 Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Issuer; 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, PWC may limit the scope of such letter to the audited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or 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 shall be agreed upon by the Agents. (e) The Issuer agrees that any obligation of a person who has agreed to purchase Securities as the result of solicitation by any Agent pursuant hereto to make payment for and take delivery of such Securities shall be subject to (i) the accuracy, on the related settlement date fixed pursuant to the Procedures, of the Issuer's representation and warranty deemed to be made to the Agents pursuant to the last sentence of subsection (a) of this Section 6, and (ii) the satisfaction, on such settlement date, of each of the conditions set forth in Sections 5(a), (b) and (c), 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. (f) The Issuer agrees to make generally available to its security holders "earning statements" satisfying the provisions of Section 11(a) of the Securities Act of 1933 and Rule 158 thereunder, which requirement is deemed satisfied under such Rule through the Issuer's timely filing of periodic reports under Section 13 or 15(d) of the Exchange Act of 1934.supplement

Additional Covenants of the Issuer. The Issuer agrees that: (a) Each acceptance by the Issuer of an offer for the purchase of Securities (whether through an Agent as agent or to one or more Agents as principal) and each delivery of Securities (whether through an Agent as agent or to one or more Agents as principal) shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance and a covenant that such representations and warranties will be true and correct 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 Statements and the Prospectus as amended or supplemented at each such time. Each such acceptance by the Issuer of an offer for the purchase of Securities shall be deemed to constitute an additional representation, warranty and agreement by the Issuer that, as of the settlement date for the sale of such securitiesSecurities, after giving effect to the issuance of such Securities, of any other Securities to be issued on or prior to such settlement date and of any other Registered Securities to be issued and sold by the Issuer on or prior to such settlement date, the aggregate amount of Registered Securities (including any Securities) which have been issued and sold by the Issuer will not exceed the amount of Registered Securities registered pursuant to the Registration StatementStatements. (b) Each time that the Registration Statement Statements or the Prospectus shall be amended or supplemented (other than by an amendment or supplement (i) that relates to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities) (each such time being herein referred to as a "Representation Date"Pricing Supplement), the Issuer shall, (A) concurrently with such amendment or supplement, if such amendment or supplement shall occur during a Marketing Time, or (B) at or immediately prior to commencement of the next Marketing Time if such amendment or supplement shall not occur during a Marketing Time, furnish the Agents with a certificate, dated the date of delivery thereof, of the President or any Vice President, President and by the Treasurer, the Controller, the Secretary a principal financial or any Assistant Treasurer, Assistant Controller or Assistant Secretary accounting officer of the Issuer, in form satisfactory to the Agents, 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 Agents are true and correct at the time of such amendment or supplement supplement, 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 or supplemented at such time and except that the statements contained in the certificate covering the matters set forth in clause (ii) of Section 5(e) shall be deemed to relate to the time of delivery of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(e); provided, modified as necessary to however, that any certificate furnished under this Section 6(b) shall relate to the Registration Statement Statements and the Prospectus as amended or supplemented at the time of delivery of such certificate and, in the case of the matters set forth in clause (ii) of Section 5(e), to the time of delivery of such certificate; provided, however, that the Issuer shall deliver such certificate with respect to a Representation Date arising from the incorporation by reference into the Prospectus of a current report on Form 8-K or a quarterly report on Form 10-Q only upon the reasonable request of the Agents. (c) At each Representation DateDate referred to in Section 6(b), the Issuer shallshall (A) concurrently if such Representation Date shall occur during a Marketing Time, or (B) at or immediately prior to commencement of the next Marketing Time if reasonably requested by the Agentssuch Representation Date shall not occur during a Marketing Time, concurrently furnish the Agents with a written opinion or opinions, dated the date of such Representation Date, of Issuer Counsel or Cravath, Swaine & Xxxxxcounsel for the Issuer, in form satisfactory to the Agents, to the effect set forth in Section 5(d) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date; provided, however, that in lieu of to the extent appropriate such opinion or opinions, counsel opinions may furnish the Agents with a letter or letters to the effect that the Agents may rely on reconfirm matters set forth in a prior opinion delivered under Section 5(d) or this Section 6(c); provided further, however, that any opinion or opinions furnished under this Section 6(c) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement Statements and the Prospectus as amended or supplemented at the time of delivery of such Representation Date). (d) At each Representation Date on which opinion or opinions and shall state that the Registration Statement or Securities sold in the Prospectus shall be amended or supplemented to include additional financial information as a result of filing relevant Applicable Period have been duly executed, authenticated, issued and delivered and constitute valid and legally binding obligations of the Issuer's Annual Report on Form 10-KIssuer enforceable in accordance with their terms, subject, as to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization, arrangement or other similar laws now or hereafter in effect affecting the rights of creditors generally and general principles of equity and rules of law governing and limiting the availability of specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law), and upon the reasonable request of the Agents, the Issuer shall cause PWC concurrently to furnish the Agents with a letter, addressed jointly conform to the Issuer and the Agents and dated the date of such Representation Date, description thereof contained in form and substance satisfactory to the 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 Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from relevant settlement date or dates for the accounting records of the Issuer; 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, PWC may limit the scope sale of such letter to Securities. For the audited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or 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 shall be agreed upon by the Agents. (e) The Issuer agrees that any obligation of a person who has agreed to purchase Securities as the result of solicitation by any Agent pursuant hereto to make payment for and take delivery of such Securities shall be subject to (i) the accuracy, on the related settlement date fixed pursuant to the Procedures, of the Issuer's representation and warranty deemed to be made to the Agents pursuant to the last sentence of subsection (a) purpose of this Section 66(c), and (ii"Applicable Period" shall mean with respect to any opinion delivered pursuant to this Section 6(c) the satisfaction, period commencing on such settlement date, of each the date of the conditions set forth in Sections 5(a), (bmost recent prior opinion delivered under Section 5(d) or this Section 6(c) and (c), it being understood that under no circumstance shall any Agent have any duty or obligation to exercise ending on the judgment permitted under Section 5(b) or (c) on behalf date of any such person. (f) The Issuer agrees to make generally available to its security holders "earning statements" satisfying the provisions of Section 11(a) delivery of the Securities Act of 1933 and Rule 158 thereunder, which requirement is deemed satisfied under such Rule through the Issuer's timely filing of periodic reports under opinion to be delivered pursuant to this Section 13 or 15(d) of the Exchange Act of 19346(c).

Additional Covenants of the Issuer. The Issuer agrees that: (a) Each acceptance by the Issuer of an offer for the purchase of Securities (whether through an Agent as agent or to one or more Agents as principal) and each delivery of Securities (whether through an Agent as agent or to one or more Agents as principal) Notes shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct in all material respects at the time of such acceptance and a covenant that such representations and warranties will be true and correct in all materials respects 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 and the Prospectus as amended or supplemented at each such time. Each such acceptance by the Issuer of an offer for the to purchase of Securities Notes shall be deemed to constitute an additional representation, warranty and agreement by the Issuer that, as of the settlement date for the sale of delivery of such securitiesNotes to the purchaser thereof, after giving effect to the issuance of such SecuritiesNotes, of any other Securities Notes to be issued on or prior to such settlement delivery date and of any other Registered Securities to be issued and sold by the Issuer on or prior to such settlement delivery date, the aggregate amount of Registered Securities (including any SecuritiesNotes) which have been issued and sold by the Issuer will not exceed the amount of Registered Securities registered pursuant to the Registration Statement. (b) Each time that At each date selected by the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement (i) that relates to an offering Issuer within 10 days after each filing by the Issuer of Registered Securities other than the Securities or any Form 10-K (ii) that solely specifies the terms of the Securities) (each such time being herein referred to as a "Representation DateDate referred to in Section 6(b)"), the Issuer shall, concurrently with such amendment or supplement, shall furnish the Agents Distributors with a certificate, dated the date of delivery thereof, of the Chairman, the President, any Vice President or any Vice President, and by the Treasurer, the Controller, the Secretary or any Assistant Treasurer, Assistant Controller or Assistant Secretary Treasurer of the Issuer, in form satisfactory to the AgentsDistributors, to the effect that the statements contained in the certificate covering the matters set forth in Section 5(e5(f) hereof which was last furnished to the Agents Distributors pursuant to Section 5(f) or this Section 6(b) are true and correct in all material respects at the time of such amendment or supplement date thereof, 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 or supplemented at such time and except that the statements contained in the certificate covering the matters set forth in clause (ii) of Section 5(e) shall be deemed to relate to the time of delivery of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(e5(f); 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 at the time of delivery of such certificate and, in the case of the matters set forth in clause (ii) of Section 5(e5(f), to the time date of delivery of such certificate; provided, however, that the Issuer shall deliver such certificate with respect to a Representation Date arising from the incorporation by reference into the Prospectus of a current report on Form 8-K or a quarterly report on Form 10-Q only upon the reasonable request of the Agents. (c) At each Representation DateDate referred to in Section 6(b), the Issuer shall, if reasonably requested by the Agents, concurrently shall furnish the Agents Distributors with a written opinion or opinions, dated the date of such Representation Date, of Issuer Counsel or Cravath, Swaine & Xxxxxcounsel for the Issuer, in form satisfactory to the AgentsDistributors, to the effect referred to in Section 5(e)(i) hereof; provided, however, that to the extent appropriate such opinion or opinions may reconfirm matters set forth in a prior opinion or opinions delivered at the Closing Date or under this Section 5(d6(c); provided, further, however, that any opinion or opinions furnished under this Section 6(c) hereof, but modified, as necessary, to shall relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date; providedDate and shall state that the Notes sold in the relevant Applicable Period (as defined below) have been duly executed, howeverauthenticated, that issued and delivered and constitute valid and legally binding obligations of the Issuer enforceable in lieu of such opinion or opinionsaccordance with their terms, counsel may furnish the Agents with a letter or letters subject only to the effect that the Agents may rely on a prior opinion delivered under Section 5(d) or this Section 6(c) qualifications set forth in Schedule I hereto as to fraudulent transfer, bankruptcy, insolvency and similar laws affecting creditors' rights generally and equitable principles of general applicability, and conform to the same extent as if it were dated the date of such letter (except that statements description thereof contained in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at the relevant date or dates for the delivery of such Notes to the purchaser or purchasers thereof. For the purpose of this Section 6(c), "Applicable Period" shall mean with respect to any opinion delivered on a Representation Date the period commencing on the date as of which the most recent prior opinion delivered at the Closing Date or under this Section 6(c) speaks and ending on such Representation Date). (d) At each Representation Date on which the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information as a result of filing of the Issuer's Annual Report on Form 10-K, and upon the reasonable request of the Agents, the Issuer shall cause PWC concurrently to furnish the Agents with a letter, addressed jointly to the Issuer and the Agents and dated the date of such Representation Date, in form and substance satisfactory to the 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 Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Issuer; 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, PWC may limit the scope of such letter to the audited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or 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 shall be agreed upon by the Agents. (e) The Issuer agrees that any obligation of a person who has agreed to purchase Securities as the result of solicitation by any Agent pursuant hereto to make payment for and take delivery of such Securities shall be subject to (i) the accuracy, on the related settlement date fixed pursuant to the Procedures, of the Issuer's representation and warranty deemed to be made to the Agents pursuant to the last sentence of subsection (a) of this Section 6, and (ii) the satisfaction, on such settlement date, of each of the conditions set forth in Sections 5(a), (b) and (c), 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. (f) The Issuer agrees to make generally available to its security holders "earning statements" satisfying the provisions of Section 11(a) of the Securities Act of 1933 and Rule 158 thereunder, which requirement is deemed satisfied under such Rule through the Issuer's timely filing of periodic reports under Section 13 or 15(d) of the Exchange Act of 1934.

Additional Covenants of the Issuer. The Issuer agrees that: (a) Each acceptance by the Issuer of an offer for the purchase of Securities (whether through an Agent as agent or to one or more Agents as principal) and each delivery of Securities (whether through an Agent as agent or to one or more Agents as principal) shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance acceptance, and it shall be a covenant condition to closing that such representations and warranties will be true and correct 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 and the Prospectus as amended or supplemented at each such time. Each such acceptance by the Issuer of an offer for the to purchase of Securities shall be deemed to constitute an additional representation, warranty and agreement by the Issuer that, as of the settlement date for the sale of delivery of such securitiesSecurities 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 settlement delivery date and of any other Registered Securities to be issued and sold by the Issuer on or prior to such settlement delivery date, the aggregate amount of Registered Securities (including any Securities) which have been issued and sold by the Issuer will not exceed the amount of Registered Securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement (i) that relates to an offering by the Issuer of Registered Securities other than the Securities a Pricing Supplement or (ii) that solely specifies the terms incorporation by reference of the Securitiesinformation contained in a Current Report on Form 8-K , unless such Form 8-K is required to be filed to comply with Section 4(c) (each such time being herein referred to as a "Representation Date"hereof), the Issuer shall, concurrently with (A) promptly after such amendment or supplement, if such amendment or supplement shall occur at a Marketing Time, or (B) promptly at the next Marketing Time if such amendment or supplement shall not occur at a Marketing Time, furnish the Agents with a certificate, dated the date of delivery thereof, of the President or any Vice President, President and by the Treasurer, the Controller, the Secretary a principal financial or any Assistant Treasurer, Assistant Controller or Assistant Secretary accounting officer of the Issuer, in form satisfactory to the Agents, 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 Agents pursuant to this Section 6(b) are true and correct at the time of such amendment or supplement supplement, 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 or supplemented at such time and except that the statements contained in the certificate covering the matters set forth in clause (ii) of Section 5(e) shall be deemed to relate to the time of delivery of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(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 at the time of delivery of such certificate and, in the case of the matters set forth in clause (ii) of Section 5(e), to the time of delivery of such certificate; provided, however, that the Issuer shall deliver such certificate with respect to a Representation Date arising from the incorporation by reference into the Prospectus of a current report on Form 8-K or a quarterly report on Form 10-Q only upon the reasonable request of the Agents. (c) At each Representation DateDate referred to in Section 6(b), the Issuer shall, (A) promptly thereafter if reasonably requested by such Representation Date shall occur at a Marketing Time, or (B) promptly at the Agentsnext Marketing Time if such Representation Date shall not occur at a Marketing Time, concurrently furnish the Agents with a written opinion or opinions, dated the date of such Representation Datedelivery thereof, of Issuer Counsel or Cravath, Swaine & Xxxxxcounsel for the Issuer, in form satisfactory to the Agents, to the effect set forth in Section 5(d) hereof; provided, but modifiedhowever, as necessarythat 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, to however, that any opinion or opinions furnished under this Section 6(c) shall relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date; providedDate and shall state that the Securities sold in the relevant Applicable Period (as defined below) have been duly executed, howeverauthenticated, that issued and delivered and constitute valid and legally binding obligations of the Issuer enforceable in lieu of such opinion or opinionsaccordance with their terms, counsel may furnish the Agents with a letter or letters subject only to the effect that the Agents may rely on a prior opinion delivered under exceptions set forth in clause (iii) of Section 5(d) hereof as to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or this Section 6(c) affecting creditors’ rights and general equity principles, and conform to the same extent as if it were dated the date of such letter (except that statements description thereof contained in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (d) At each Representation Date on which the Registration Statement relevant date or dates for the Prospectus shall be amended or supplemented to include additional financial information as a result of filing of the Issuer's Annual Report on Form 10-K, and upon the reasonable request of the Agents, the Issuer shall cause PWC concurrently to furnish the Agents with a letter, addressed jointly to the Issuer and the Agents and dated the date of such Representation Date, in form and substance satisfactory to the 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 Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Issuer; 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, PWC may limit the scope of such letter to the audited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or 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 shall be agreed upon by the Agents. (e) The Issuer agrees that any obligation of a person who has agreed to purchase Securities as the result of solicitation by any Agent pursuant hereto to make payment for and take delivery of such Securities to the purchaser or purchasers thereof. “Applicable Period” shall be subject mean, with respect to (i) any opinion delivered pursuant to this Section 6(c), the accuracy, period commencing on the related settlement date fixed pursuant to as of which the Procedures, of most recent prior opinion delivered at the Issuer's representation and warranty deemed to be made to the Agents pursuant to the last sentence of subsection (a) of Closing Date or under this Section 6, 6(c) speaks and (ii) ending on the satisfaction, on such settlement date, of each of the conditions set forth in Sections 5(a), (b) and (c), 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 personRepresentation Date. (f) The Issuer agrees to make generally available to its security holders "earning statements" satisfying the provisions of Section 11(a) of the Securities Act of 1933 and Rule 158 thereunder, which requirement is deemed satisfied under such Rule through the Issuer's timely filing of periodic reports under Section 13 or 15(d) of the Exchange Act of 1934.

Additional Covenants of the Issuer. The Issuer agrees that: (a) Each acceptance by the Issuer of an offer for the purchase of Securities (whether through an Agent as agent or to one or more Agents as principal) and each delivery of Securities (whether through an Agent as agent or to one or more Agents as principal) shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance and a covenant that such representations and warranties will be true and correct 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 and the Prospectus as amended or supplemented at each such time. Each such acceptance by the Issuer of an offer for the to purchase of Securities shall be deemed to constitute an additional representation, warranty and agreement by the Issuer that, as of the settlement date for the sale of delivery of such securitiesSecurities 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 settlement delivery date and of any other Registered Securities to be issued and sold by the Issuer on or prior to such settlement delivery date, the aggregate amount of Registered Securities (including any Securities) which have been issued and sold by the Issuer will not exceed the amount of Registered Securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented At each Selected Representation Date (other than by an amendment or supplement (i) that relates to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities) (each such time being herein referred to as a "Representation Date"defined below), the Issuer shall, (A) concurrently 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 Agents Distributors with a certificate, dated the date of delivery thereof, of the President or any Vice President, President and by the Treasurer, the Controller, the Secretary a principal financial or any Assistant Treasurer, Assistant Controller or Assistant Secretary accounting officer of the Issuer, in form reasonably satisfactory to the AgentsDistributors, to the effect that the statements contained in the certificate covering the matters set forth in Section 5(e5(f) hereof which was last furnished to the Agents Distributors pursuant to Section 5(f) or this Section 6(b) are true and correct at the time of such amendment or supplement supplement, 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 or supplemented at such time and except that the statements contained in the certificate covering the matters set forth in clause (ii) of Section 5(e) shall be deemed to relate to the time of delivery of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(e5(f); 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 at the time of delivery of such certificate and, in the case of the matters set forth in clause (ii) of Section 5(e5(f), to the time of delivery of such certificate; provided, however, that the Issuer shall deliver such certificate with respect to a Representation Date arising from the incorporation by reference into the Prospectus of a current report on Form 8-K or a quarterly report on Form 10-Q only upon the reasonable request of the Agents. (c) At each . A "Selected Representation Date, the Issuer shall, if reasonably requested by the Agents, concurrently furnish the Agents with a written opinion or opinions, dated the date of such Representation Date, of Issuer Counsel or Cravath, Swaine & Xxxxx, in form satisfactory to the Agents, to the effect set forth in Section 5(d) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date; provided, however, " shall mean each time that in lieu of such opinion or opinions, counsel may furnish the Agents with a letter or letters to the effect 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 such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (d) At each Representation Date on which the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information as a result of filing of the Issuer's Annual Report on Form 10-K, and upon the reasonable request of the Agents, the Issuer shall cause PWC concurrently to furnish the Agents with a letter, addressed jointly to the Issuer and the Agents and dated the date of such Representation Date, in form and substance satisfactory to the 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 Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Issuer; 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, PWC may limit the scope of such letter to the audited financial statements included in such amendment or supplement unless there is contained therein any (other accounting, financial or 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 shall be agreed upon than by the Agents. (e) The Issuer agrees that any obligation filing of a person who has agreed to purchase Securities as the result of solicitation by any Agent pursuant hereto to make payment for and take delivery of such Securities shall be subject to (i) the accuracya Current Report on Form 8-K or a Quarterly Report on Form 10-Q, on the related settlement date fixed pursuant to the Procedures, of the Issuer's representation and warranty deemed to be made to the Agents pursuant to the last sentence of subsection (a) of this Section 6, and (ii) a Prospectus Supplement that does not relate to the satisfaction, on such settlement date, of each of the conditions set forth in Sections 5(a), (b) and (c), it being understood that under no circumstance shall any Agent have any duty or obligation to exercise the judgment permitted under Section 5(b) Securities or (ciii) on behalf of any such persona Pricing Supplement). (f) The Issuer agrees to make generally available to its security holders "earning statements" satisfying the provisions of Section 11(a) of the Securities Act of 1933 and Rule 158 thereunder, which requirement is deemed satisfied under such Rule through the Issuer's timely filing of periodic reports under Section 13 or 15(d) of the Exchange Act of 1934.

Additional Covenants of the Issuer. The Issuer agrees that: (a) Each acceptance by the Issuer of an offer for the purchase of Securities (whether through an Agent as agent or to one or more Agents as principal) and each delivery of Securities (whether through an Agent as agent or to one or more Agents as principal) shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance and a covenant that such representations and warranties will be true and correct 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 Prospectus Registration Statement and the Final Prospectus, each as amended or supplemented at to each such time. Each such acceptance by the Issuer of an offer for the purchase of Securities shall be deemed to constitute an additional representation, warranty and agreement by the Issuer that, as of the settlement date for the sale of such securities, after giving effect to the issuance of such Securities, of any other Securities to be issued on or prior to such settlement date and of any other Registered Securities to be issued and sold by the Issuer on or prior to such settlement date, the aggregate amount of Registered Securities (including any Securities) which have been issued and sold by the Issuer will not exceed the amount of Registered Securities registered pursuant to the Registration Statement. (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement (i) that relates to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities) (each such time being herein referred to as a "Representation Date"), the Issuer shall, concurrently with such amendment or supplement, furnish the Agents with a certificate, dated the date of delivery thereof, of the President or any Vice President, and by the Treasurer, the Controller, the Secretary or any Assistant Treasurer, Assistant Controller or Assistant Secretary of the Issuer, in form satisfactory to the Agents, 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 Agents are true and correct at the time of such amendment or supplement 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 or supplemented at such time and except that the statements contained in the certificate covering the matters set forth in clause (ii) of Section 5(e) shall be deemed to relate to the time of delivery of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(e), modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented at the time of delivery of such certificate and, in the case of the matters set forth in clause (ii) of Section 5(e), to the time of delivery of such certificate; provided, however, that the Issuer shall deliver such certificate with respect to a Representation Date arising from the incorporation by reference into the Prospectus of a current report on Form 8-K or a quarterly report on Form 10-Q only upon the reasonable request of the Agents. (c) At each Delivery Representation Date, the Issuer shall, if reasonably requested unless otherwise waived by the AgentsDistributors, concurrently (A) concurrently, if such Delivery Representation Date shall occur at a Marketing Time, or (B) immediately at the next Marketing Time, if such Delivery Representation Date shall not occur at a Marketing Time, furnish the Agents Distributors with a written opinion or opinions, dated the date of such Delivery Representation Date, of Issuer Counsel or Cravath, Swaine & XxxxxU.S. counsel for the Issuer, in form satisfactory to the AgentsDistributors, to the effect set forth in Section 5(d6(e)(vi) hereof; provided, but modifiedhowever, as necessarythat to the extent appropriate such opinion or opinions may reconfirm matters set forth in a prior opinion delivered pursuant to Section 6(e) or under this Section 7(b); provided, to further, however, that any opinion or opinions furnished under this Section 7(b) shall relate to the Registration Statement and the Final Prospectus as amended or supplemented at such Representation Date; provided, however, that in lieu of such opinion or opinions, counsel may furnish the Agents with a letter or letters to the effect 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 such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (dc) At each Delivery Representation Date on which the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information as a result of filing of the Issuer's Annual Report on Form 10-K, and upon the reasonable request of the AgentsDate, the Issuer shall cause PWC concurrently KPMG AG, unless otherwise waived by the Distributors, (A) concurrently, if such Delivery Representation Date shall occur at a Marketing Time, or (B) immediately at the next Marketing Time, if such Delivery Representation Date shall not occur at a Marketing Time, to furnish the Agents Distributors with a letter, addressed jointly to the Issuer and the Agents Distributors and dated the date of such Delivery Representation Date, in form and substance satisfactory to the AgentsDistributors, to the effect set forth in Section 5(f6(g) hereof but modified to hereof; provided, however, that any letter furnished under this Section 7(c) shall relate to the Registration Statement and the Final Prospectus as amended or supplemented at such Delivery Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Issuer; 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, PWC may limit the scope of such letter to the audited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or 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 shall be agreed upon by the Agents. (ed) The Issuer agrees that any Any obligation of a person who has agreed to purchase Securities as the result of solicitation by any Agent pursuant hereto to make payment for and take delivery of such Securities shall be subject to (i) the accuracy, on the related settlement date fixed pursuant to the Proceduresdate, of the Issuer's ’s representation and warranty deemed to be made to the Agents Distributors pursuant to the last sentence of subsection (a) of this Section 67, and (ii) the satisfaction, on such settlement date, of each of the conditions set forth in Sections 5(a6(a), (b) and (c), it being understood that under no circumstance shall any Agent the Distributors have any duty or obligation to exercise the judgment permitted under Section 5(b6(b) or (c) on behalf of any such person. (fe) The To the extent that any documents are deliverable to a Distributor pursuant to Section 7(b) or 7(c) hereof, the Issuer agrees shall not be required to make generally available deliver such documents to its security holders "earning statements" satisfying any Distributor that is a party to the provisions of Section 11(a) Credit Suisse Medium-Term Notes Distribution Agreement dated May 7, 2007 (the “MTN Distribution Agreement”), if such documents are delivered to such Distributor pursuant to the analogous terms of the Securities Act of 1933 and Rule 158 thereunder, which requirement is deemed satisfied under such Rule through the Issuer's timely filing of periodic reports under Section 13 or 15(d) of the Exchange Act of 1934MTN Distribution Agreement.

Additional Covenants of the Issuer. The Issuer agrees that: (a) Each acceptance by the Issuer of an offer for the purchase of Securities (whether through an Agent as agent or to one or more Agents as principal) and each delivery of Securities (whether through an Agent as agent or to one or more Agents as principal) shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance and a covenant that such representations and warranties will be true and correct 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 Statements and the Prospectus as amended or supplemented at each such time. Each such acceptance by the Issuer of an offer for the purchase of Securities shall be deemed to constitute an additional representation, warranty and agreement by the Issuer that, as of the settlement date for the sale of such securitiesSecurities, after giving effect to the issuance of such Securities, of any other Securities to be issued on or prior to such settlement date and of any other Registered Securities to be issued and sold by the Issuer on or prior to such settlement date, the aggregate amount of Registered Securities (including any Securities) which have been issued and sold by the Issuer will not exceed the amount of Registered Securities registered pursuant to the Registration StatementStatements. (b) Each time that the Registration Statement Statements or the Prospectus shall be amended or supplemented (other than by an amendment or supplement (i) that relates to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities) (each such time being herein referred to as a "Representation Date"Pricing Supplement), the Issuer shall, (A) concurrently with such amendment or supplement, if such amendment or supplement shall occur during a Marketing Time, or (B) at or immediately prior to commencement of the next Marketing Time if such amendment or supplement shall not occur during a Marketing Time, furnish the Agents with a certificate, dated the date of delivery thereof, of the President or any Vice President, President and by the Treasurer, the Controller, the Secretary a principal financial or any Assistant Treasurer, Assistant Controller or Assistant Secretary accounting officer of the Issuer, in form satisfactory to the Agents, 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 Agents are true and correct at the time of such amendment or supplement supplement, 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 or supplemented at such time and except that the statements contained in the certificate covering the matters set forth in clause (ii) of Section 5(e) shall be deemed to relate to the time of delivery of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(e); provided, modified as necessary to however, that any certificate furnished under this Section 6(b) shall relate to the Registration Statement Statements and the Prospectus as amended or supplemented at the time of delivery of such certificate and, in the case of the matters set forth in clause (ii) of Section 5(e), to the time of delivery of such certificate; provided, however, that the Issuer shall deliver such certificate with respect to a Representation Date arising from the incorporation by reference into the Prospectus of a current report on Form 8-K or a quarterly report on Form 10-Q only upon the reasonable request of the Agents. (c) At each Representation DateDate referred to in Section 6(b), the Issuer shallshall (A) concurrently if such Representation Date shall occur during a Marketing Time, or (B) at or immediately prior to commencement of the next Marketing Time if reasonably requested by the Agentssuch Representation Date shall not occur during a Marketing Time, concurrently furnish the Agents with a written opinion or opinions, dated the date of such Representation Date, of Issuer Counsel or Cravath, Swaine & Xxxxxcounsel for the Issuer, in form satisfactory to the Agents, to the effect set forth in Section 5(d) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date; provided, however, that in lieu of to the extent appropriate such opinion or opinions, counsel opinions may furnish the Agents with a letter or letters to the effect that the Agents may rely on reconfirm matters set forth in a prior opinion delivered under Section 5(d) or this Section 6(c); provided further, however, that any opinion or opinions furnished under this Section 6(c) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement Statements and the Prospectus as amended or supplemented at the time of delivery of such Representation Date). (d) At each Representation Date on which opinion or opinions and shall state that the Registration Statement or Securities sold in the Prospectus shall be amended or supplemented to include additional financial information as a result of filing relevant Applicable Period have been duly executed, authenticated, issued and delivered and constitute valid and legally binding obligations of the Issuer's Annual Report on Form 10-KIssuer enforceable in accordance with their terms, subject, as to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization, arrangement or other similar laws now or hereafter in effect affecting the rights of creditors generally and general principles of equity and rules of law governing and limiting the availability of specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law), and upon the reasonable request of the Agents, the Issuer shall cause PWC concurrently to furnish the Agents with a letter, addressed jointly conform to the Issuer and the Agents and dated the date of such Representation Date, description thereof contained in form and substance satisfactory to the 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 Representation Date, with such changes as may be necessary to reflect changes in the financial statements and other information derived from relevant settlement date or dates for the accounting records of the Issuer; 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, PWC may limit the scope sale of such letter to Securities. For the audited financial statements included in such amendment or supplement unless there is contained therein any other accounting, financial or 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 shall be agreed upon by the Agents. (e) The Issuer agrees that any obligation of a person who has agreed to purchase Securities as the result of solicitation by any Agent pursuant hereto to make payment for and take delivery of such Securities shall be subject to (i) the accuracy, on the related settlement date fixed pursuant to the Procedures, of the Issuer's representation and warranty deemed to be made to the Agents pursuant to the last sentence of subsection (a) purpose of this Section 66(c), and (ii“Applicable Period” shall mean with respect to any opinion delivered pursuant to this Section 6(c) the satisfaction, period commencing on such settlement date, of each the date of the conditions set forth in Sections 5(a), (bmost recent prior opinion delivered under Section 5(d) or this Section 6(c) and (c), it being understood that under no circumstance shall any Agent have any duty or obligation to exercise ending on the judgment permitted under Section 5(b) or (c) on behalf date of any such person. (f) The Issuer agrees to make generally available to its security holders "earning statements" satisfying the provisions of Section 11(a) delivery of the Securities Act of 1933 and Rule 158 thereunder, which requirement is deemed satisfied under such Rule through the Issuer's timely filing of periodic reports under opinion to be delivered pursuant to this Section 13 or 15(d) of the Exchange Act of 19346(c).