Common use of Company Certificate Clause in Contracts

Company Certificate. Unless otherwise agreed, on the Settlement Date the Agent(s) shall have received a certificate of a vice president of the Company with responsibility for the funding agreement business dated as of the date thereof to the effect that (A) to the best of such vice president's knowledge, there has been no material adverse change in the condition, financial or otherwise, of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, (B) the representations and warranties of the Company herein contained are true and correct with the same force and effect as though expressly made at and as of the date of such certificate, (C) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the date of such certificate (except to the extent that such non-compliance has no material effect on the Company's ability to perform the transactions contemplated by the Distribution Agreement and the Time of Sale Prospectus) and (D) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted, are pending or, to the best of such person's knowledge, are threatened by the Commission.

Company Certificate. Unless otherwise agreed, on the Settlement Date the Agent(s) shall have received a certificate of a vice president of the Company with responsibility for the funding agreement business dated as of the date thereof to the effect that (A) to the best of such vice president's knowledge, there has been no material adverse change in the condition, financial or otherwise, of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, (B) the representations and warranties of the Company herein contained are true and correct with the same force and effect as though expressly made at and as of the date of such certificate, (C) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the date of such certificate (except to the extent that such non-compliance has no material effect on the Company's ability to perform the transactions contemplated by the Distribution Agreement and the Time of Sale Prospectus) and (D) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted, are pending or, to the best of such person's knowledge, are threatened by the Commission.

Company Certificate. Unless otherwise agreed, on the each Settlement Date the Agent(s) shall have received a certificate of a vice president of the Company with responsibility for the funding agreement medium-term note business dated as of the date thereof to the effect that (A) to the best of such vice president's ’s knowledge, there has been no material adverse change in the condition, financial or otherwise, of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, (B) the representations and warranties of the Company herein contained are true and correct with the same force and effect as though expressly made at and as of the date of such certificate, (C) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the date of such certificate (except to the extent that such non-compliance has no material effect on the Company's ’s ability to perform the transactions contemplated by the Distribution relevant Terms Agreement and the Time of Sale Prospectus) and (D) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted, are pending or, to the best of such person's ’s knowledge, are threatened by the Commission.

Company Certificate. Unless otherwise agreed, on the each Settlement Date the Agent(s) shall have received a certificate of a vice president of the Company with responsibility for the funding agreement medium-term note business dated as of the date thereof to the effect that (A) to the best of such vice president's knowledge, there has been no material adverse change in the condition, financial or otherwise, of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, (B) the representations and warranties of the Company herein contained are true and correct with the same force and effect as though expressly made at and as of the date of such certificate, (C) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the date of such certificate (except to the extent that such non-compliance has no material effect on the Company's ability to perform the transactions contemplated by the Distribution relevant Terms Agreement and the Time of Sale Prospectus) and (D) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted, are pending or, to the best of such person's knowledge, are threatened by the Commission.