Common use of Subsequent Delivery of Certificates Clause in Contracts

Subsequent Delivery of Certificates. Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect to the terms of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes) and each time that the Company sells Notes to or through one or more Agents, unless waived by the Agent(s) participating in such sale, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates dated the date of filing with the SEC of such supplement, the date of effectiveness of such amendment or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, to the effect that the statements contained in the certificates referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificates, certificates of the same tenor as the certificates referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificates.

Subsequent Delivery of Certificates. Each Subject to the provisions of Section 4(k) hereof, each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or a supplement providing information solely with respect to for the terms establishment of the interest rates, maturity or price of Notes or similar terms, and other than by an amendment or supplement which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes), or there is filed with the Commission any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K relating exclusively to the issuance of debt securities under the Registration Statement other than the Notes) and each time that or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to or through one or more AgentsAgents pursuant to a Terms Agreement, unless waived if requested by the Agent(s) participating in such saleAgents or counsel to the Agents, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates a certificate dated the date of filing with the SEC Commission of such supplementsupplement or document, the date of effectiveness of such amendment amendment, or the date of such sale, as the case may be, in form reasonably satisfactory to the Agents or the applicable Agent(s), as the case may be, to the effect that the statements contained in the certificates certificate referred to in Section 5(b5(c) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b5(c), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate; provided, however, that if the Company shall determine that it does not intend to be in the market for up to three months after the date of filing of any such amendment or supplement, the Company may deliver to the Agents a notice to such effect, in which event the request of the Agents received by the Company with respect to such amendment or supplement shall be deemed withdrawn until such time as the Company notifies the Agents that it wishes to re-enter the market.

Subsequent Delivery of Certificates. Each Reasonably promptly following the time that of the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect to the terms Company’s filing of Notes each quarterly report on Form 10-Q and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes) and each time that the Company sells Notes to or through one or more Agents, unless waived by the Agent(s) participating in such saleits annual report on Form 10-K, the Company shall furnish or cause to be furnished to each Agent forthwith a certificate dated the date of delivery, in form satisfactory to the Agents, to the effect that the statements contained in the certificate referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such filing, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented to such time (other than by a Non-General Supplement)), or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by a Non-General Supplement) to the time of delivery of such certificate. In addition, if so requested by an Agent, when the Registration Statement or the applicable Agent(sBasic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 0000 Xxx) or when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such certificate is required by such Terms Agreement), as the case may be, Company shall furnish or cause to be furnished to such Agent forthwith certificates a certificate dated the date of filing with the SEC of such supplement, the date of effectiveness of such amendment or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, such Agent to the effect that the statements contained in the certificates certificate referred to in Section 5(b) hereof which were last furnished to the Agents such Agent are true and correct at the time of such amendment, supplement or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement Statement, the Basic Prospectus and the Prospectus any applicable Prospectus, as amended and supplemented to such time) , and any applicable Disclosure Package), or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement Statement, such Basic Prospectus and the Prospectus any such Prospectus, as amended and supplemented to the time of delivery of such certificatescertificate, and such Disclosure Package.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect for the determination of the variable terms of the Notes or relating solely to the terms of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes), (ii) and each time that (if required in connection with the purchase of Notes from the Company by one or more Agents as principal) the Company sells Notes to or through one or more Agents, unless waived Agents as principal or (iii) the Company sells Notes in a form not previously certified to the Agents by the Agent(s) participating in such saleCompany, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates a certificate dated the date of filing with the SEC of such supplement, Commission or the date of effectiveness of such amendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, ) to the effect that the statements contained in the certificates certificate referred to in Section 5(b5(c) hereof which were last furnished to the Agents are true and correct at the time of the filing or effectiveness of such amendmentamendment or supplement, supplement as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b)5(c) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate (it being understood that, in the case of clause (ii) above, any such certificate shall also include a certification that there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise since the date of the agreement by such Agent(s) to purchase Notes from the Company as principal).

Subsequent Delivery of Certificates. Each time (i) the Corporation files with the SEC any Annual Report on Form 10-K or Quarterly Report on Form 10-Q that is incorporated by reference into the Prospectus or (ii) if required by the Agents, the Registration Statement or the Prospectus shall be has been amended or supplemented (other than by an amendment or supplement providing information solely with respect to the for interest rates, maturity dates or other terms of Notes and other than by or similar changes or an amendment or supplement which relates exclusively to an offering of securities other than the Notes) and each time that the Company sells Notes to or through one or more Agents, unless waived by the Agent(s) participating in such sale, the Company Corporation shall furnish or cause to be furnished to the Agents forthwith a certificate of the Chairman of the Board, Chief Executive Officer or Senior Vice President, and the applicable Agent(s), as principal financial officer or accounting officer of the case may be, forthwith certificates Corporation dated the date of filing with the SEC of such supplement, supplement or document or the date of effectiveness of such amendment or the date of such saleamendment, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, to the effect that the statements contained in the certificates certificate referred to in Section 5(b4(c) hereof which were was last furnished to the Agents are true and correct at the time of such amendmentfiling, supplement amendment or salesupplement, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b4(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate.

Subsequent Delivery of Certificates. Each Subject to the provisions of ----------------------------------- Section 4(l) hereof, each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely for the establishment of or a change in the interest rates, maturity or price of Notes or similar changes) or there is filed with respect the Commission any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K relating exclusively to the terms issuance of Notes and other than by an amendment or supplement which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes) and each time that or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to or through one or more Agents, unless waived by the Agent(s) participating in such saleAgent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, such Agent forthwith certificates a certificate dated the date of filing with the SEC Commission of such supplementsupplement or document, the date of effectiveness of such amendment amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, such Agent to the effect that the statements contained in the certificates certificate referred to in Section 5(b) hereof which were last furnished to the Agents such Agent are true and correct at the time of such amendment, supplement supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by a pricing supplement, an Excluded Supplement or by an amendment or supplement providing information solely with respect to for the terms inclusion of Notes and additional financial information, or, unless the Agents shall otherwise specify, other than by an amendment or supplement which relates exclusively to an offering of securities Securities other than the Notes), (ii) and each time there is filed with the Commission any Report on Form 10-K, (iii) there is filed with the Commission any document incorporated by reference into the Prospectus (other than any proxy or information statement or Current Report on Form 8- K), (iv) there is filed with the Commission any proxy or information statement that pertains to matters other than, or in addition to, an election of directors, the adoption of a benefit plan, the ratification of the Company's auditors or other routine housekeeping matters, (v) there is filed with the Commission any Current Report on Form 8-K containing information that is reasonably deemed by the Company to be materially adverse to the business affairs or prospects of the Company, or (vi) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to or through one or more Agents, unless waived by the Agent(s) participating in such salean Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates a certificate dated the date of filing with the SEC Commission of such supplementsupplement or document, the date of effectiveness of such amendment amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, Agent to the effect that the statements contained in the certificates certificate of the Company referred to in Section 5(b) hereof which were was last furnished to the Agents Agent are true and correct at the time of such amendment, supplement supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate. In the case of certificates to be furnished pursuant to (iii), (iv) or (v) above, the Company may request that the Agents waive the requirement for the certificates., which request shall not be unreasonably refused; (c)

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect for the determination of the variable terms of the Notes or relating solely to the terms of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes), (ii) and each time that (if required in connection with the purchase of Notes from the Company by one or more Agents as principal) the Company sells Notes to or through one or more Agents, unless waived Agents as principal or (iii) the Company sells Notes in a form not previously certified to the Agents by the Agent(s) participating in such saleCompany, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates a certificate dated the date of filing with the SEC of such supplement, Commission or the date of effectiveness of such amendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, ) to the effect that the statements contained in the certificates certificate referred to in Section 5(b5(e) hereof which were last furnished to the Agents are true and correct at the time of the filing or effectiveness of such amendmentamendment or supplement, supplement as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b)5(e) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate (it being understood that, in the case of clause (ii) above, any such certificate shall also include a certification that there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise since the date of the agreement by such Agent(s) to purchase Notes from the Company as principal).

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be is amended or supplemented (other than by (x) a Pricing Supplement, (y) the filing of a document incorporated by reference thereto or (z) an amendment or supplement providing information solely with respect to for the establishment of or a change in, the specific terms of a tranche of Notes and other than by an amendment or supplement which relates relating exclusively to an offering of securities under the Registration Statement other than the Notes) and each time that or (ii) (unless waived pursuant to the applicable Terms Agreement) the Company sells Notes to or through one or more AgentsDistribution Agents as principal, unless waived by the Agent(s) participating then, in such saleeach case, the Company shall furnish or cause to be furnished promptly to the Distribution Agents or the applicable Agent(s)Distribution Agent, as the case may be, forthwith certificates dated the date of filing with the SEC of such supplement, the date of effectiveness of such amendment or supplement, such filing or the date of such saleSettlement Date, as the case may be, in form reasonably satisfactory to the Distribution Agents or the applicable Agent(s)Distribution Agent, as the case may be, to the effect that the statements contained in the certificates referred to in Section 5(b6(c) hereof which were last furnished to the Distribution Agents are true and correct at the time of such amendmentamendment or supplement, supplement such filing or salethe Settlement Date, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus Prospectus, each as amended and supplemented to at such time, and to the Disclosure Package at the Applicable Time relating thereto in respect of any Notes issued and sold pursuant to the foregoing clause (ii)) or, in lieu of any such certificates, certificates of the same tenor scope as the corresponding certificates referred to in said Section 5(b6(c), modified as necessary to relate to the Registration Statement and the Prospectus Prospectus, each as amended and supplemented to at the time of delivery of such certificatescertificate, and to the Disclosure Package at the Applicable Time relating thereto in respect of any Notes issued and sold pursuant to the foregoing clause (ii).

Subsequent Delivery of Certificates. Each time that the Registration ----------------------------------- Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect to for a change in the terms interest rates of Notes and other than or a change in the principal amount of Notes remaining to be sold or similar changes) or there is filed with the Commission any document incorporated by an amendment or supplement which relates exclusively to an offering of securities other than reference into the Notes) and each time that Prospectus or, if so indicated in the applicable Terms Agreement, the Company sells Notes to or through one or more Agents, unless waived by the Agent(s) participating in such saleAgents pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates dated the date of filing with the SEC of such supplement, the date of effectiveness of such amendment or the date of such sale, as the case may be, a certificate in form satisfactory to the Agents or the applicable Agent(s), as the case may be, to the effect that the statements contained in the certificates referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment, amendment or supplement or filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates of the same tenor as the certificates referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificates.;

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect to for a change in the terms interest rates of Notes and or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement which that relates exclusively to an offering of debt securities other than the Notes), (ii) and each time that there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to or through one or more AgentsAgents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, unless waived premium, if any, or interest is determined by the Agent(s) participating in such salereference to any index, formula or other method (collectively, "Indexed Notes"), the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates a certificate dated the date of filing with the SEC of such supplementsupplement or document, the date of effectiveness of such amendment amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may beAgents, to the effect that the statements contained in the certificates certificate referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such timetime and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Change) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate; PROVIDED, HOWEVER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus Offering Circular shall be amended or supplemented (other than by an amendment or supplement providing information solely for a change in the interest rates or other variable terms of Bank Notes), (ii) SunTrust Banks files its Form 10-K with respect the Commission, or within 30 days thereafter, (iii) (if required in connection with the purchase of Bank Notes by a Distribution Agent as principal) the Bank sells Bank Notes to such Distribution Agent as principal or (iv) the Bank issues and sells Bank Notes in a form not previously certified to the terms of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes) and each time that the Company sells Notes to or through one or more Agents, unless waived Distribution Agents by the Agent(s) participating in such saleBank, the Company Bank shall furnish or cause to be furnished forthwith to the Distribution Agents or certificates from the applicable Agent(s), as the case may be, forthwith certificates Bank and SunTrust Banks dated the date of filing with the SEC of such amendment or supplement, the date of effectiveness of such amendment filing, or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s)Settlement Date, as the case may be, to the effect that the statements contained in the certificates referred to in Section 5(b) hereof which were last furnished to the Distribution Agents by the Bank and SunTrust Banks pursuant to Section 6(b) hereof are true and correct at the time of such amendment, supplement or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus Offering Circular as amended and supplemented to such time, including any amendment resulting from incorporation by reference of documents filed by the Bank and SunTrust Banks) or, in lieu of such certificates, certificates of the same tenor form as the certificates referred to in said Section 5(b6(b), modified as necessary to relate to the Registration Statement and the Prospectus Offering Circular as amended and supplemented to the time of delivery of such certificates.

Subsequent Delivery of Certificates. Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect to for a change in the terms interest rates of Notes and other than or a change in the principal amount of Notes remaining to be sold or similar changes) or there is filed with the Commission any document incorporated by an amendment or supplement which relates exclusively to an offering of securities other than reference into the Notes) and each time that Prospectus or, if so indicated in the applicable Terms Agreement, the Company sells Notes to or through one or more Agents, unless waived by the Agent(s) participating in such saleAgents pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates dated the date of filing with the SEC of such supplement, the date of effectiveness of such amendment or the date of such sale, as the case may be, a certificate in form satisfactory to the Agents or the applicable Agent(s), as the case may be, to the effect that the statements contained in the certificates referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment, amendment or supplement or filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates of the same tenor as the certificates referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificates.;

Subsequent Delivery of Certificates. Each time that there is filed with the Registration Statement SEC any Quarterly Report on Form 10-Q or Annual Report on Form 10-K incorporated by reference into the Prospectus shall Prospectus, and otherwise only (i) as may be amended required in connection with a sale pursuant to Section 3(a) or supplemented (other than by an amendment or supplement providing information solely with respect to the terms of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notesii) and each time that the Company sells Notes to or through one or more Agents, unless waived at such times as may be reasonably requested by the Agent(s) participating Agents in such salethe event of a material change in circumstances in respect of the Company, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, ) forthwith certificates a certificate dated the date of filing with the SEC of such supplementdocument, the date of effectiveness of such amendment requested by the Agents or the date of such sale, as the case may be, in form reasonably satisfactory to the Agents or the applicable Agent(s), as the case may be, ) to the effect that the statements contained in the certificates certificate referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement or sale, as the case may befiling, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates of a certificate substantially similar to the same tenor as the certificates certificate referred to in said Section 5(b)) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate.

Subsequent Delivery of Certificates. Each time that (i) the ----------------------------------- Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect for the determination of the variable terms of the Notes or relating solely to the terms of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes) and each time that or (ii) (if required by the Terms Agreement relating to such Notes) the Company sells Notes to or through one or more AgentsAgents as principal, unless waived by the Agent(s) participating in such sale, each of the Company and the Guarantor shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates a certificate dated the date of filing with the SEC of such supplement, Commission or the date of effectiveness of such amendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, ) to the effect that the statements contained in the certificates certificate referred to in Section 5(b7(f) hereof which were last furnished to the Agents are true and correct at the time of the filing or effectiveness of such amendmentamendment or supplement, supplement as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b)7(f) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate (it being understood that, in the case of clause (ii) above, any such certificates shall also include a certification that there has been no Material Adverse Effect since the date of the agreement by such Agent(s) to purchase Notes from the Company as principal).

Subsequent Delivery of Certificates. Each time that (i) there is filed with the SEC any Quarterly Report on Form 10-Q or Annual Report on Form 10-K that is incorporated by reference into the Prospectus, or (ii) if required by the Agents, the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect to the for interest rates, maturity dates or other terms of Notes and other than by or similar changes or an amendment or supplement which relates exclusively to an offering of securities other than the Notes) and each time that the Company sells Notes to or through one or more Agents, unless waived by the Agent(s) participating in such sale, the Company Corporation shall furnish or cause to be furnished to the Agents forthwith a certificate of the Chief Executive Officer or any Senior Vice President, and the Chief Financial Officer or the applicable Agent(s), as Chief Accounting Officer or Treasurer of the case may be, forthwith certificates Corporation dated the date of filing with the SEC of such supplement, supplement or document or the date of effectiveness of such amendment or the date of such saleamendment, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, to the effect that the statements contained in the certificates certificate referred to in Section 5(b4(b) hereof which were was last furnished to the Agents are true and correct at the time of such amendmentfiling, supplement amendment or salesupplement, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b4(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate.

Subsequent Delivery of Certificates. Each If so requested by such Agent, each time that the Registration Statement or the Final Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect to the terms of Notes a Pricing Supplement, and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes) and each time that or there is filed with the SEC any document incorporated by reference into the Final Prospectus, or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to or through one or more Agents, unless waived by the Agent(s) participating in such saleany Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, such Agent forthwith certificates a certificate dated the date of filing with the SEC of such supplementsupplement or document, the date of effectiveness of such amendment amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, such Agent to the effect that the statements contained in the certificates certificate referred to in Section 5(b) hereof of this Agreement which were last furnished to the Agents such Agent are true and correct at the time of such amendment, supplement supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus Final Prospectus, as amended and supplemented to such time) , and the applicable Disclosure Package (if such certificate is required by a Terms Agreement)), or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus Final Prospectus, as amended and supplemented to the time of delivery of such certificatescertificate, and such Disclosure Package.

Subsequent Delivery of Certificates. Each time that (i) there is filed with the SEC any Quarterly Report on Form 10-Q or Annual Report on Form 10-K that is incorporated by reference into the Prospectus, or (ii) if required by the Agents, the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect to for a change in the terms interest rates or maturity dates of Notes and other than by or similar changes, an amendment or supplement which relates exclusively to an offering of securities other than the Notes) and each time that Notes or, except as hereinbefore described, an amendment or supplement resulting from the Company sells Notes to or through one or more Agents, unless waived filing of any document incorporated by the Agent(s) participating in such salereference therein), the Company Corporation shall furnish or cause to be furnished to the Agents forthwith a certificate of the Chairman and Chief Executive Officer, any Senior Vice President, the Chief Financial Officer, the Chief Accounting Officer or Treasurer of the applicable Agent(s), as the case may be, forthwith certificates Corporation dated the date of filing with the SEC of such supplement, supplement or document or the date of effectiveness of such amendment or the date of such saleamendment, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, to the effect that the statements contained in the certificates certificate referred to in Section 5(b4(b) hereof which were was last furnished to the Agents are true and correct at the time of such amendmentfiling, supplement amendment or salesupplement, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b4(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect for the determination of the variable terms of the Notes or relating solely to the terms of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes) and each time that or (ii) (if required by the Terms Agreement relating to such Notes) the Company sells Notes to or through one or more AgentsAgents as principal, unless waived by the Agent(s) participating in such sale, each of the Company and the Guarantor shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates a certificate dated the date of filing with the SEC of such supplement, Commission or the date of effectiveness of such amendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, ) to the effect that the statements contained in the certificates certificate referred to in Section 5(b7(f) hereof which were last furnished to the Agents are true and correct at the time of the filing or effectiveness of such amendmentamendment or supplement, supplement as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b)7(f) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate (it being understood that, in the case of clause (ii) above, any such certificates shall also include a certification that there has been no Material Adverse Effect since the date of the agreement by such Agent(s) to purchase Notes from the Company as principal).

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect to for a change in the terms interest rates of Notes or similar changes, and other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes), (ii) and each time that there is filed with the SEC any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K unless the Agents shall otherwise specify), (iii) (if required in connection with the purchase of Notes by an Agent as principal) the Company sells Notes to an Agent as principal or through one or more Agents, unless waived (iv) the Company issues and sells Notes in a form not previously certified to the Agents by the Agent(s) participating in such saleCompany, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates a certificate dated the date of filing with the SEC of such supplementsupplement or document, the date of effectiveness of such amendment amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, to the effect that the statements contained in the certificates referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b5(c), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate; provided that the certificate delivered with respect to (iv) above may be limited to the due authorization, execution, delivery and enforceability of such Notes.

Subsequent Delivery of Certificates. Each time that (i) the ----------------------------------- Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect to for the terms establishment of or a change in the interest rates, maturity or price of the Notes and or similar changes, and, unless the Agents shall otherwise specify, other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes), (ii) and each time that there is filed with the Commission any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes under the Registration Statement, unless the Agents shall otherwise specify), (iii) (if required in connection with the purchase of Notes by an Agent as principal) the Company sells Notes to an Agent as principal or through one or more Agents, unless waived (iv) if the Company issues and sells Notes in a form not previously certified to the Agents by the Agent(s) participating in such saleCompany, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates a certificate dated the date of filing with the SEC Commission of such supplementsupplement or document, the date of effectiveness of such amendment amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, to the effect that the statements contained in the certificates certificate referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect for a change in the interest rate or formula applicable to the terms of Notes and other than by an amendment or supplement which relates exclusively relating solely to an the issuance and/or offering of securities other than the Notes), (ii) and each time that there is filed with the Commission any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K relating solely to the issuance and/or offering of securities other than the Notes, unless the Agents shall otherwise specify), (iii) (if required in connection with the purchase of Notes from the Company by one or more Agents as principal) the Company sells Notes to such Agent or through one Agents as principal or more Agents, unless waived (iv) the Company sells Notes in a form not previously certified to the Agents by the Agent(s) participating in such saleCompany, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates a certificate dated the date of filing with the SEC Commission of such supplementsupplement or document, the date of effectiveness of such amendment amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, ) to the effect that the statements contained in the certificates certificate referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b)) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate.

Subsequent Delivery of Certificates. Each If so requested by such Agent, each time that the Registration Statement or the Final Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect to the terms of Notes a Pricing Supplement, and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes) and each time that or there is filed with the SEC any document incorporated by reference into the Final Prospectus, or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to or through one or more Agents, unless waived by the Agent(s) participating in such saleany Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, such Agent forthwith certificates a certificate dated the date of filing with the SEC of such supplementsupplement or document, the date of effectiveness of such amendment amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, such Agent to the effect that the statements contained in the certificates certificate referred to in Section 5(b) hereof of this Agreement which were last furnished to the Agents such Agent are true and correct at the time of such amendment, supplement supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus Final Prospectus, as amended and supplemented to such time) , and the applicable Disclosure Package (if such certificate is required by a Terms Agreement)), or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus Final Prospectus, as amended and supplemented to the time of delivery of such certificatescertificate, and such Disclosure Package; provided, however, that any certificate delivered pursuant to this Section 7(a) need not contain the statements set forth in clause (v) of Section 5(b).

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented supplemented, (other than ii) there is filed with the Commission any document incorporated by an amendment or supplement providing information solely reference into the Prospectus, (iii) (if required in connection with respect to the terms purchase of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the NotesAgent as principal) and each time that the Company sells Notes to the Agent as principal or through one or more Agents, unless waived (iv) if the Company issues and sells Notes in a form not previously certified to the Agent by the Agent(s) participating in such saleCompany, upon the request of the Agent the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates Agent a certificate dated the date of filing with the SEC Commission of such supplementsupplement or document, the date of effectiveness of such amendment amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, Agent to the effect that the statements contained in the certificates certificate referred to in Section 5(b5(c) hereof which were last furnished to the Agents Agent are true and correct at the time of such amendment, supplement supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b5(c), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate.

Subsequent Delivery of Certificates. Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely for a change in the interest rates of Notes or similar changes), or there is filed with respect the SEC any document incorporated by reference into the Prospectus or (if required pursuant to the terms of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notesa Terms Agreement) and each time that the Company sells Notes to or through one or more Agents, unless waived by the Agent(s) participating in such salean Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates a certificate dated the date of filing with the SEC of such supplementsupplement or document, the date of effectiveness of such amendment amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, to the effect that the statements contained in the certificates certificate referred to in Section 5(b) hereof which were was last furnished to the Agents are true and correct at the time of such amendment, supplement supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect for the determination of the variable terms of the Notes or relating solely to the terms of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes), (ii) and each time that (if required in connection with the purchase of Notes from the Company by the Purchasing Agent as principal) the Company sells Notes to the Purchasing Agent as principal or through one or more Agents, unless waived (iii) the Company sells Notes in a form not previously certified to the Purchasing Agent by the Agent(s) participating in such saleCompany, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, Purchasing Agent forthwith certificates a certificate dated the date of filing with the SEC of such supplement, Commission or the date of effectiveness of such amendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, Purchasing Agent to the effect that the statements contained in the certificates certificate referred to in Section 5(b5(c) hereof which were last furnished to the Agents Purchasing Agent are true and correct at the time of the filing or effectiveness of such amendmentamendment or supplement, supplement as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement Statement, the General Disclosure Package and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b)5(c) hereof, modified as necessary to relate to the Registration Statement Statement, the General Disclosure Package and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate (it being understood that, in the case of clause (ii) above, any such certificate shall also include a certification that there has been no event or occurrence that results or would result in a Material Adverse Change since the date of the agreement by the Purchasing Agent to purchase Notes from the Company as principal).

Subsequent Delivery of Certificates. Each time ----------------------------------- that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect for the determination of the variable terms of the Notes or relating solely to the terms of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes) and each time that or (ii) (if required by the Terms Agreement relating to such Notes) the Company sells Notes to or through one or more AgentsAgents as principal, unless waived by the Agent(s) participating in such sale, each of the Company and the Guarantor shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates a certificate dated the date of filing with the SEC of such supplement, Commission or the date of effectiveness of such amendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, ) to the effect that the statements contained in the certificates certificate referred to in Section 5(b7(f) hereof which were last furnished to the Agents are true and correct at the time of the filing or effectiveness of such amendmentamendment or supplement, supplement as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b)7(f) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate (it being understood that, in the case of clause (ii) above, any such certificates shall also include a certification that there has been no Material Adverse Effect since the date of the agreement by such Agent(s) to purchase Notes from the Company as principal).

Subsequent Delivery of Certificates. Each time that the ----------------------------------- Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect to for a change in the interest rates or other terms of Notes and commonly included in a pricing supplement, and, other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes) and each time that ), or there is filed with the Company sells Notes SEC any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K relating exclusively to or through one or more Agents, unless waived by the Agent(s) participating in such saleissuance of debt securities under the Registration Statement), the Company shall promptly furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates a certificate dated the date of filing with the SEC of such supplement, supplement or document or the date of effectiveness of such amendment or the date of such saleamendment, as the case may be, in form reasonably satisfactory to the Agents or the applicable Agent(s), as the case may be, to the effect that the statements contained in the certificates certificate referred to in Section 5(b) hereof which were was last furnished to the Agents are true and correct at the time of such amendment, supplement or salefiling, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate.

Subsequent Delivery of Certificates. Each time that (i) the ----------------------------------- Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect to for the terms establishment of or a change in the interest rates, maturity or price of the Notes and or similar changes, and, unless the Agents shall otherwise specify, other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes), (ii) and each time that there is filed with the Commission any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K relating exclusively to the issuance of securities other than the Notes under the Registration Statement, unless the Agents shall otherwise specify), (iii) (if required in connection with the purchase of Notes by an Agent as principal) the Company sells Notes to an Agent as principal or through one or more Agents, unless waived (iv) if the Company issues and sells Notes in a form not previously certified to the Agents by the Agent(s) participating in such saleCompany, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates a certificate dated the date of filing with the SEC Commission of such supplementsupplement or document, the date of effectiveness of such amendment amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, to the effect that the statements contained in the certificates certificate referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate.

Subsequent Delivery of Certificates. Each time that (i) the ----------------------------------- Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect for the determination of the variable terms of the Notes or relating solely to the terms of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes), (ii) and each time that (if required in connection with the purchase of Notes from the Company by one or more Agents as principal) the Company sells Notes to or through one or more Agents, unless waived Agents as principal or (iii) the Company sells Notes in a form not previously certified to the Agents by the Agent(s) participating in such saleCompany, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates a certificate dated the date of filing with the SEC of such supplement, Commission or the date of effectiveness of such amendment or supplement, as applicable, or the date of such sale, as the case may be, in form reasonably satisfactory to the Agents or the applicable Agent(s), as the case may be, ) to the effect that the statements contained in the certificates certificate referred to in Section 5(b5(c) hereof which were last furnished to the Agents are true and correct at the time of the filing or effectiveness of such amendmentamendment or supplement, supplement as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b)5(c) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate (it being understood that, in the case of clause (ii) above, any such certificate shall also include a certification that there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise since the date of the agreement by such Agent(s) to purchase Notes from the Company as principal).

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect for a change in the interest rate or formula applicable to the terms of Notes and other than by an amendment or supplement which relates exclusively relating solely to an the issuance and/or offering of securities other than the Notes), (ii) and each time that there is filed with the SEC any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K relating solely to the issuance and/or offering of securities other than the Notes), (iii) (if required in connection with the purchase of Notes from the Company by one or more Agents as principal) the Company sells Notes to such Agent or through one Agents as principal or more Agents, unless waived (iv) the Company sells Notes in a form not previously certified to the Agents by the Agent(s) participating in such saleCompany, the Company and the Guarantor shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates a certificate dated the date of filing with the SEC of such supplementsupplement or document, the date of effectiveness of such amendment amendment, or the date of such sale, as the case may be, in form and substance reasonably satisfactory to the Agents or the applicable Agent(s), as the case may be, ) to the effect that the statements contained in the certificates certificate referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b)) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate.

Subsequent Delivery of Certificates. Each Subject to the provisions of Section 4(l) hereof, each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect to for the terms establishment of or a change in the interest rates, maturity or price of Notes and other than by or similar changes or an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes), or there is filed with the Commission any document incorporated by reference into the Prospectus or (if required pursuant to the terms of a Terms Agreement) and each time that the Company sells Notes to or through one or more Agents, unless waived by the Agent(s) participating in such saleAgents pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates soon as practicable a certificate dated the date of filing with the SEC Commission of such supplementsupplement or document, the date of effectiveness of such amendment amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents or and to counsel to the applicable Agent(s), as the case may be, Agents to the effect that the statements contained in the certificates certificate referred to in Section 5(b) hereof which were was last furnished to the Agents are true and correct at the time of such amendment, supplement supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect for a change in the interest rate or formula applicable to the terms of Notes and other than by an amendment or supplement which relates exclusively relating solely to an the issuance and/or offering of securities other than the Notes), (ii) and each time that there is filed with the SEC any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K relating solely to the issuance and/or offering of securities other than the Notes), (iii) (if required in connection with the purchase of Notes from the Company by one or more Agents as principal) the Company sells Notes to such Agent or through one Agents as principal or more Agents, unless waived (iv) the Company sells Notes in a form not previously certified to the Agents by the Agent(s) participating in such saleCompany, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates a certificate dated the date of filing with the SEC of such supplementsupplement or document, the date of effectiveness of such amendment amendment, or the date of such sale, as the case may be, in form and substance reasonably satisfactory to the Agents or the applicable Agent(s), as the case may be, ) to the effect that the statements contained in the certificates certificate referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b)) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect for the determination of the variable terms of the Notes or relating solely to the terms of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes), (ii) and each time that (if required in connection with the purchase of Notes from the Company by one or more Agents as principal) the Company sells Notes to or through one or more Agents, unless waived Agents as principal or (iii) the Company sells Notes in a form not previously certified to the Agents by the Agent(s) participating in such saleCompany, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates a certificate dated the date of filing with the SEC of such supplement, Commission or the date of effectiveness of such amendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, ) to the effect that the statements contained in the certificates certificate referred to in Section 5(b5(c) hereof which were last furnished to the Agents are true and correct at the time of the filing or effectiveness of such amendmentamendment or supplement, supplement as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b)5(c) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate (it being understood that, in the case of clause (ii) above, any such certificate shall also include a certification that there has been no Material Adverse Effect since the date of the agreement by such Agent(s) to purchase Notes from the Company as principal).

Subsequent Delivery of Certificates. Each time that any annual report of the Registration Statement Company filed pursuant to Section 13(a) or 15(d) of the 1934 Act is incorporated by reference into the Final Prospectus, or (unless waived by the Lead Agent ) there is filed with the Commission any document incorporated by reference into the Final Prospectus shall be amended or supplemented (other than any Current Report on Form 8-K relating exclusively to the issuance of Notes under the Registration Statement, unless the Lead Agent shall otherwise specify) or (unless waived by an amendment or supplement providing information solely the Lead Agent with respect to the terms of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notesa particular Terms Agreement) and each time that the Company sells Notes to or through one or more Agents, unless waived by the Agent(s) participating in such saleLead Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents or Lead Agent, on behalf of the applicable Agent(s), as the case may beAgents, forthwith certificates dated the date of filing with the SEC of such supplement, the date of effectiveness of such amendment or the date of such sale, as the case may be, a certificate in form satisfactory to the Agents or the applicable Agent(s), as the case may be, Lead Agent to the effect that the statements contained in the certificates certificate referred to in Section 5(b6(c) hereof which were last furnished to the Agents Lead Agent, on behalf of the Agents, are true and correct at the time of such amendment, supplement supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Final Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b6(c), modified as necessary to relate to the Registration Statement and the Final Prospectus as amended and supplemented to the time of delivery of such certificatescertificate.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect for the determination of the variable terms of the Notes or relating solely to the terms of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes), (ii) and each time that (if required in connection with the Company purchase of Notes from the Operating Partnership by one or more Agents as principal) the Operating Partnership sells Notes to or through one or more Agents, unless waived Agents as principal or (iii) the Operating Partnership sells Notes in a form not previously certified to the Agents by the Agent(s) participating in such saleOperating Partnership, the Company Operating Partnership shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates a certificate dated the date of filing with the SEC of such supplement, Commission or the date of effectiveness of such amendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, ) to the effect that the statements contained in the certificates certificate referred to in Section 5(b5(c) hereof which were last furnished to the Agents are true and correct at the time of the filing or effectiveness of such amendmentamendment or supplement, supplement as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and 19 the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b)5(c) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate (it being understood that, in the case of clause (ii) above, any such certificate shall also include a certification that there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Duke Group considered as one enterprise since the date of the agreement by such Agent(s) to purchase Notes from the Operating Partnership as principal).

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect for the determination of the variable terms of the Notes or relating solely to the terms of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes), (ii) and each time that there is filed with the Commission any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K relating exclusively to the issuances of securities other than the Notes), (iii) (if required in connection with the purchase of Notes from the Company by one or more Agents as principal) the Company sells Notes to or through one or more Agents, unless waived Agents as principal or (iv) the Company sells Notes in a form not previously certified to the Agents by the Agent(s) participating in such saleCompany, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates a certificate dated the date of filing with the SEC of such supplement, Commission or the date of effectiveness of such amendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, ) to the effect that the statements contained in the certificates certificate referred to in Section 5(b5(c) hereof which were last furnished to the Agents are true and correct at the time of the filing or effectiveness of such amendmentamendment or supplement, supplement as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b)5(c) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificates.the

Subsequent Delivery of Certificates. Each Subject to the provisions of Section 4(l) hereof, each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect to for the establishment of the terms of Notes or a change in the interest rates, maturity or price of Notes or similar changes, and other than by an amendment or supplement which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes) and each time that or there is filed with the Commission any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K relating exclusively to the issuance of debt securities under the Registration Statement other than the Notes) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to or through one or more Agents, unless waived by the Agent(s) participating in such saleAgents pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates a certificate dated the date of filing with the SEC Commission of such supplementsupplement or document, the date of effectiveness of such amendment amendment, or the date of such sale, as the case may be, in form reasonably satisfactory to the Agents or the applicable Agent(s), as the case may be, to the effect that the statements contained in the certificates certificate referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect for the determination of the variable terms of the Notes or relating solely to the terms of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes), (ii) and each time that (if required in connection with the purchase of Notes from the Company by one or more Agents as principal) the Company sells Notes to or through one or more Agents, unless waived Agents as principal or (iii) the Company sells Notes in a form not previously certified to the Agents by the Agent(s) participating in such saleCompany, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates a certificate dated the date of filing with the SEC of such supplement, Commission or the date of effectiveness of such amendment or supplement, as applicable, or the date of such sale, as the case may be, in form reasonably satisfactory to the Agents or the applicable Agent(s), as the case may be, ) to the effect that the statements contained in the certificates certificate referred to in Section 5(b5(c) hereof which were last furnished to the Agents are true and correct at the time of the filing or effectiveness of such amendmentamendment or supplement, supplement as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b)5(c) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate (it being understood that, in the case of clause (ii) above, any such certificate shall also include a certification that there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise since the date of the agreement by such Agent(s) to purchase Notes from the Company as principal).

Subsequent Delivery of Certificates. Each time that ----------------------------------- (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect for the determination of the variable terms of the Notes or relating solely to the terms of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes), (ii) and each time that (if required in connection with the purchase of Notes from the Company by one or more Agents as principal) the Company sells Notes to or through one or more Agents, unless waived Agents as principal or (iii) the Company sells Notes in a form not previously certified to the Agents by the Agent(s) participating in such saleCompany, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates a certificate dated the date of filing with the SEC of such supplement, Commission or the date of effectiveness of such amendment or supplement, as applicable, or the date of such sale, as the case may be, in form reasonably satisfactory to the Agents or the applicable Agent(s), as the case may be, ) to the effect that the statements contained in the certificates certificate referred to in Section 5(b5(c) hereof which were last furnished to the Agents are true and correct at the time of the filing or effectiveness of such amendmentamendment or supplement, supplement as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b)5(c) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate (it being understood that, in the case of clause (ii) above, any such certificate shall also include a certification that there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise since the date of the agreement by such Agent(s) to purchase Notes from the Company as principal).

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or 19 supplement providing information solely with respect for the determination of the variable terms of the Notes or relating solely to the terms of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes), (ii) and each time that the Company sells Notes to or through one or more Agents, unless waived whether as principal or as agent or (iii) the Company sells Notes in a form not previously certified to the Agents by the Agent(s) participating in such saleCompany, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates a certificate dated the date of filing with the SEC of such supplement, Commission or the date of effectiveness of such amendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, ) to the effect that the statements contained in the certificates certificate referred to in Section 5(b5(c) hereof which were last furnished to the Agents are true and correct at the time of the filing or effectiveness of such amendmentamendment or supplement, supplement as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b)5(c) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate (it being understood that, in the case of clause (ii) above, any such certificate shall also include a certification that there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise since the date of the agreement by such Agent(s) to purchase Notes from the Company as principal).

Subsequent Delivery of Certificates. Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect to for a change in the terms interest rates of Notes and or similar changes, and, unless the Agents shall otherwise specify, other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the NotesNotes and other than by a pricing supplement) and each time that or there is filed with the SEC any document incorporated by reference into the Prospectus unless waived by the Agents (other than any Current Report on Form 8-K) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to or through one or more Agents, unless waived by the Agent(s) participating in such salean Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates a certificate dated the date of filing with the SEC of such supplementsupplement or document, the date of effectiveness of such amendment amendment, or the date of such sale, as the case may be, in form reasonably satisfactory to the Agents or the applicable Agent(s), as the case may be, to the effect that the statements contained in the certificates certificate referred to in Section 5(b) hereof which were was last furnished to the Agents are is true and correct at the time of such amendment, supplement supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate.

Subsequent Delivery of Certificates. Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by a Pricing Supplement or an amendment or supplement providing information solely relating to an offering of equity securities or debt securities other than Notes) or there is filed with respect the SEC any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K) or (if required pursuant to the terms of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notesa Terms Agreement) and each time that the Company sells Notes to or through one or more Agents, unless waived by the Agent(s) participating in such salean Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates a certificate dated the date of filing with the SEC of such supplementsupplement or document, the date of effectiveness of such amendment amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, to the effect that the statements contained in the certificates certificate referred to in Section 5(b) hereof which were was last furnished to the Agents are true and correct at the time of such amendment, supplement supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate.

Subsequent Delivery of Certificates. Each time (i) the Corporation files with the SEC any Annual Report on Form 10-K or Quarterly Report on Form 10-Q that is incorporated by reference into the Prospectus, (ii) if required by the Agents, the Registration Statement or the Prospectus shall be has been amended or supplemented (other than by an amendment or supplement providing information solely with respect to the for interest rates, maturity dates or other terms of Notes and other than by or similar changes or an amendment or supplement which relates exclusively to an offering of securities other than the Notes) and or (iii) if requested by an Agent, as soon as practicable in advance of a pricing of Notes, each time that the Company sells Agent purchases Notes as principal pursuant to or through one or more Agents, unless waived by the Agent(s) participating in such saleSection 1(d), the Company Corporation shall furnish or cause to be furnished to the Agents forthwith a certificate of the Chairman of the Board, Chief Executive Officer or Senior Vice President, and the applicable Agent(s), as principal financial officer or accounting officer of the case may be, forthwith certificates Corporation dated the later of (x) the date of filing with the SEC of such supplementdocument or (y) if applicable, the date of effectiveness of such amendment document, or the date of such salesettlement date, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, to the effect that the statements contained in the certificates certificate referred to in Section 5(b4(c) hereof which were was last furnished to the Agents are true and correct at the such time of such amendment, supplement or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b4(c), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate.

Subsequent Delivery of Certificates. Each time that (i) the ----------------------------------- Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect for the determination of the variable terms of the Notes or relating solely to the terms of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes), (ii) and each time that (if required in connection with the purchase of Notes from the Company by the Purchasing Agent as principal) the Company sells Notes to the Purchasing Agent as principal or through one or more Agents, unless waived (iii) the Company sells Notes in a form not previously certified to the Purchasing Agent by the Agent(s) participating in such saleCompany, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may bePurchasing Agent, forthwith certificates a certificate dated the date of filing with the SEC of such supplement, Commission or the date of effectiveness of such amendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, Purchasing Agent to the effect that the statements contained in the certificates certificate referred to in Section 5(b5(c) hereof which were last furnished to the Agents Purchasing Agent are true and correct at the time of the filing or effectiveness of such amendmentamendment or supplement, supplement as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b)5(c) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate.

Subsequent Delivery of Certificates. Each time that Upon the Registration Statement written request of any Agent within 45 days of the Company’s filing with the Commission of any Quarterly Report on Form 10-Q or Annual Report on Form 10-K incorporated by reference into the Prospectus shall and the Time of Sale Prospectus, and otherwise only (i) as required in connection with a sale pursuant to Section 4(a) or (ii) at such times as may be amended or supplemented (other than reasonably requested by an amendment or supplement providing information solely with respect Agent following the occurrence of any event that such Agent reasonably considers to be a material adverse change to the terms business, prospects, properties, financial position or results of Notes and other than by an amendment or supplement which relates exclusively to an offering operations of securities other than the Notes) and each time that the Company sells Notes to or through one or more Agentsand its subsidiaries, unless waived by the Agent(s) participating in such saletaken as a whole, the Company shall furnish or cause to be furnished to the relevant Agents or the applicable Agent(s)forthwith a certificate, as the case may be, forthwith certificates dated the date of filing with the SEC Commission of such supplementdocument, the date of effectiveness of such amendment sale or the date of requested by such saleAgent, as the case may beapplicable, in form reasonably satisfactory to the Agents or the applicable Agent(s), as the case may besuch Agent, to the effect that the statements contained in the certificates certificate referred to in Section 5(b6(e) hereof which were last furnished to the relevant Agents are true and correct at the time of such amendment, supplement or sale, as the case may befiling, 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 and the Time of Sale Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates of a certificate substantially similar to the same tenor as the certificates certificate referred to in said Section 5(b)6(e) hereof, modified as necessary to relate to the Registration Statement and the Prospectus and the Time of Sale Prospectus as amended and supplemented to the time of delivery of such certificatescertificate.

Subsequent Delivery of Certificates. Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect for a change in the interest rate or formula applicable to the terms Notes or a change in the principal amount of Notes and other than remaining to be sold or similar changes), or there is filed with the SEC any document incorporated by an amendment reference into the Prospectus or supplement which relates exclusively to an offering (if required in connection with the purchase of securities other than the NotesNotes by one or more Agents as principal) and each time that the Company sells Notes to such Agent or through one or more AgentsAgents as principal, unless waived by the Agent(s) participating in such sale, each of the Company and U S WEST shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, ) forthwith certificates dated the date of filing with the SEC of such supplement, the date of effectiveness of such amendment or the date of such sale, as the case may be, a certificate in form satisfactory to the Agents or the applicable Agent(s), as the case may be, ) to the effect that the statements contained in the certificates referred to in Section 5(bSections 5(c) and 5(d) hereof which were last furnished to the Agents are true and correct at the time of such amendment, amendment or supplement or filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificates, certificates of the same tenor as the certificates referred to in said Section 5(b)Sections 5(c) and 5(d) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificates.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect for a change in the interest rate or formula applicable to the terms of Notes and other than by an amendment or supplement which relates exclusively relating solely to an the issuance and/or offering of securities other than the Notes), (ii) and each time that there is filed with the Company SEC any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K relating solely to the issuance and/or offering of securities other than the Notes), (iii) (if required in connection with the purchase of Notes from the Trust by one or more Agents as principal) the Trust sells Notes to such Agent or through one Agents as principal or more Agents, unless waived (iv) the Trust sells Notes in a form not previously certified to the Agents by the Agent(s) participating in such saleTrust, the Company Trust shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates a certificate dated the date of filing with the SEC of such supplementsupplement or document, the date of effectiveness of such amendment amendment, or the date of such sale, as the case may be, in form and substance reasonably satisfactory to the Agents or the applicable Agent(s), as the case may be, ) to the effect that the statements contained in the certificates certificate referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b)) hereof, modified as necessary to relate to the Registration Statement and the Prospectus Pro- spectus as amended and supplemented to the time of delivery of such certificatescertificate.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus Offering Circular shall be amended or supplemented (other than by an amendment or supplement providing information solely for a change in the interest rates of the Bank Notes or similar changes (unless, in the reasonable judgment of the Agents, an opinion of counsel should be furnished in light of such an amendment), (ii) (if required in connection with respect the purchase of Bank Notes by an Agent as principal) the Bank sells Bank Notes to such Agent as principal or (iii) the Bank issues and sells Bank Notes in a form not previously certified to the terms of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes) and each time that the Company sells Notes to or through one or more Agents, unless waived Agents by the Agent(s) participating in such saleBank, the Company Bank shall furnish or cause to be furnished forthwith to the Agents or certificates from each of the applicable Agent(s), as Bank and the case may be, forthwith certificates Parent dated the date of filing with the SEC of such amendment or supplement, the date of effectiveness of such amendment filing, or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s)Settlement Date, as the case may be, to the effect that the statements contained in the certificates referred to in Section 5(b) hereof which were last furnished to the Agents by each of the Bank and the Parent pursuant to Section 6(b) hereof are true and correct at the time of such amendment, supplement or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus Offering Circular as amended and supplemented to such time, including any amendment resulting from incorporation by reference of documents filed by the Bank and the Parent) or, in lieu of such certificates, certificates of the same tenor form as the certificates referred to in said Section 5(b6(b), modified as necessary to relate to the Registration Statement and the Prospectus Offering Circular as amended and supplemented to the time of delivery of such certificates.

Subsequent Delivery of Certificates. Each time that (i) the ----------------------------------- Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect for the determination of the variable terms of the Notes or relating solely to the terms of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes), (ii) and each time that (if required in connection with the purchase of Notes from the Company by one or more Agents as principal) the Company sells Notes to or through one or more Agents, unless waived Agents as principal or (iii) the Company sells Notes in a form not previously certified to the Agents by the Agent(s) participating in such saleCompany, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates a certificate dated the date of filing with the SEC of such supplement, Commission or the date of effectiveness of such amendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, ) to the effect that the statements contained in the certificates certificate referred to in Section 5(b5(c) hereof which were last furnished to the Agents are true and correct at the time of the filing or effectiveness of such amendmentamendment or supplement, supplement as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b)5(c) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate (it being understood that, in the case of clause (ii) above, any such certificate shall also include a certification that there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise since the date of the agreement by such Agent(s) to purchase Notes from the Company as principal).

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus Offering Circular shall be amended or supplemented (other than by an amendment or supplement providing information solely for a change in the interest rates or other variable terms of Bank Notes), (ii) there is filed with respect the Commission or any bank regulatory agency any document incorporated by reference into the Offering Circular, but in no event more than once a quarter upon the filing of the Parent’s Form 10-Q unless requested by the Distribution Agents, (iii) (if required in connection with the purchase of Bank Notes by a Distribution Agent as principal) the Bank sells Bank Notes to such Distribution Agent as principal or (iv) the Bank issues and sells Bank Notes in a form not previously certified to the terms of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes) and each time that the Company sells Notes to or through one or more Agents, unless waived Distribution Agents by the Agent(s) participating in such saleBank, the Company Bank shall furnish or cause to be furnished forthwith to the Distribution Agents or certificates from the applicable Agent(s), as Bank and the case may be, forthwith certificates Parent dated the date of filing with the SEC of such amendment or supplement, the date of effectiveness of such amendment filing, or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s)Settlement Date, as the case may be, to the effect that the statements contained in the certificates referred to in Section 5(b) hereof which were last furnished to the Distribution Agents by the Bank and the Parent pursuant to Section 6(b) hereof are true and correct in all material respects at the time of such amendment, supplement or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus Offering Circular as amended and supplemented to such time, including any amendment resulting from incorporation by reference of documents filed by the Bank and the Parent) or, in lieu of such certificates, certificates of the same tenor form as the certificates referred to in said Section 5(b6(b), modified as necessary to relate to the Registration Statement and the Prospectus Offering Circular as amended and supplemented to the time of delivery of such certificates.

Subsequent Delivery of Certificates. Each time that (i) there is filed with the SEC any Quarterly Report on Form 10-Q or Annual Report on Form 10-K that is incorporated by reference into the Prospectus, or (ii) if required by the Agents, the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect to for a change in the terms interest rates or maturity dates of Notes and other than by or similar changes, an amendment or supplement which relates exclusively to an offering of securities other than the Notes) and each time that Notes or, except as hereinbefore described, an amendment or supplement resulting from the Company sells Notes to or through one or more Agents, unless waived filing of any document incorporated by the Agent(s) participating in such salereference therein), the Company Corporation shall furnish or cause to be furnished to the Agents forthwith a certificate of the Chairman and Chief Executive Officer, any Senior Vice President, the Chief Financial Officer, the Chief Accounting Officer or Treasurer of the applicable Agent(s), as the case may be, forthwith certificates Corporation dated the date of filing with the SEC of such supplement, supplement or document or the date of effectiveness of such amendment or the date of such saleamendment, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, to the effect that the statements contained in the certificates certificate referred to in Section 5(b) hereof which were was last furnished to the Agents are true and correct at the time of such amendmentfiling, supplement amendment or salesupplement, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate.

Subsequent Delivery of Certificates. Each Subject to the provisions of Section 4(l) hereof, each time that the Registration Statement Statements or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect to for the terms establishment of or a change in the interest rates, maturity or price of Notes or similar changes, and other than by an amendment or supplement which relates exclusively to an offering of debt securities under the Registration Statements other than the Notes) and each time that or there is filed with the Commission any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K relating exclusively to the issuance of debt securities under the Registration Statements other than the Notes) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to or through one or more Agents, unless waived by the Agent(s) participating in such saleAgents pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates a certificate dated the date of filing with the SEC Commission of such supplementsupplement or document, the date of effectiveness of such amendment amendment, or the date of such sale, as the case may be, in form reasonably satisfactory to the Agents or the applicable Agent(s), as the case may be, to the effect that the statements contained in the certificates certificate referred to in Section 5(b) hereof which were was last furnished to the Agents are true and correct at the time of such amendment, supplement supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement Statements and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement Statements and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate.

Subsequent Delivery of Certificates. Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect to the terms of Notes a Pricing Supplement, and other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes) and each time that or there is filed with the SEC any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes unless requested by the Agent) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to or through one or more Agents, unless waived by the Agent(s) participating in such saleAgent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, Agent forthwith certificates a certificate dated the date of filing with the SEC of such supplementsupplement or document, the date of effectiveness of such amendment amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, Agent to the effect that the statements contained in the certificates certificate referred to in Section 5(b) hereof which were last furnished to the Agents Agent are true and correct at the time of such amendment, supplement supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate.

Subsequent Delivery of Certificates. Each time that the ----------------------------------- Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect to for a change in the terms interest rates of Notes and or similar changes and, unless the Agents shall otherwise reasonably require, other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes) and each time that or there is filed with the Company sells Notes to or through one or more AgentsSEC any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K, unless waived by the Agent(sAgents shall otherwise reasonably require) participating in or if such salecertificate is required pursuant to the terms of a Terms Agreement, the Company shall promptly furnish or cause to be furnished to the Agents or the applicable Agent(s), a certificate dated as the case may be, forthwith certificates dated of the date of filing with the SEC of such supplementsupplement or document, the date of effectiveness of such amendment or the date of such saleapplicable Settlement Date, as the case may be, in form reasonably satisfactory to the Agents or the applicable Agent(s), as the case may be, to the effect that the statements contained in the certificates certificate referred to in Section 5(b6(b) hereof which were last furnished to the Agents are true and correct in all material respects at the time of such amendment, supplement supplement, filing or saleSettlement Date, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b6(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate.

Subsequent Delivery of Certificates. Each time that (i) there is filed with the SEC any Quarterly Report on Form 10-Q or Annual Report on Form 10-K that is incorporated by reference into the Prospectus, or (ii) if required by the Agents, the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect to for a change in the terms interest rates or maturity dates of Notes and other than by or similar changes, an amendment or supplement which relates exclusively to an offering of securities other than the Notes) and each time that Notes or, except as hereinbefore described, an amendment or supplement resulting from the Company sells Notes to or through one or more Agents, unless waived filing of any document incorporated by the Agent(s) participating in such salereference therein), the Company Corporation shall furnish or cause to be furnished to the Agents forthwith a certificate of the Chairman and Chief Executive Officer, any Senior 16 Vice President, the Chief Financial Officer, the Chief Accounting Officer or Treasurer of the applicable Agent(s), as the case may be, forthwith certificates Corporation dated the date of filing with the SEC of such supplement, supplement or document or the date of effectiveness of such amendment or the date of such saleamendment, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, to the effect that the statements contained in the certificates certificate referred to in Section 5(b) hereof which were was last furnished to the Agents are true and correct at the time of such amendmentfiling, supplement amendment or salesupplement, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate.

Subsequent Delivery of Certificates. Each Except as otherwise provided in Section 4(m), each time that the Registration Statement or the Prospectus shall be amended or supplemented supplemented, including without limitation through the filing with the SEC of any Incorporated Document (other than by an amendment or supplement providing information solely with respect any Current Report on Form 8-K relating exclusively to the terms issuance of Notes and other than by an amendment under the Registration Statement, unless the Agents otherwise specify) or supplement which relates exclusively to an offering of securities other than (if so indicated in the Notesapplicable Terms Agreement) and each time that the Company sells Notes to or through one or more Agents, unless waived by the Agent(s) participating in such saleAgents pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents forthwith a certificate, dated the date of effectiveness of such amendment or the applicable Agent(s)supplement, as the case may be, forthwith certificates dated the date of filing with the SEC of such supplementIncorporated Document, the date of effectiveness of such amendment or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, to the effect that the statements contained in the certificates certificate referred to in Section 5(b) hereof which were last was furnished to the Agents are true and correct at the time of the effectiveness of such amendmentamendment or supplement, supplement the date of such filing, or the date of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, or in lieu of such certificatesa certificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery date of such certificatescertificate.

Subsequent Delivery of Certificates. Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement sup-plement providing information solely with respect for a change in the interest rate or formula applicable to the terms Notes or a change in the principal amount of Notes and other than remaining to be sold or similar changes), or there is filed with the SEC any document incorporated by an amendment reference into the Prospectus or supplement which relates exclusively to an offering (if required in connection with the purchase of securities other than the NotesNotes by one or more Agents as principal) and each time that the Company sells Notes to such Agent or through one or more AgentsAgents as principal, unless waived by the Agent(s) participating in such sale, each of the Company and U S WEST shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, ) forthwith certificates dated the date of filing with the SEC of such supplement, the date of effectiveness of such amendment or the date of such sale, as the case may be, a certifi-cate in form satisfactory satisfac-tory to the Agents or the applicable Agent(s), as the case may be, ) to the effect that the statements contained in the certificates referred to in Section 5(bSections 5(c) and 5(d) hereof which were last furnished to the Agents are true and correct at the time of such amendment, amend-ment or supplement or filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement Regis-tration State-ment and the Prospectus as amended amend-ed and supplemented supple-mented to such time) or, in lieu of such certificatescertifi-xxxxx, certificates of the same tenor as the certificates referred to in said Section 5(b)Sections 5(c) and 5(d) hereof, modified modi-fied as necessary to relate to the Registration Regis-tration Statement and the Prospectus Pro-spectus as amended and supplemented supple-mented to the time of delivery of such certificatescertifi-xxxxx.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented supplemented, (other than ii) there is filed with the Commission any document incorporated by an amendment reference into the Prospectus, or supplement providing information solely with respect (iii) a Related Closing occurs (each such date, as well as each Securities Pricing Date, being referred to the terms of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes) and each time that the Company sells Notes to or through one or more Agents, unless waived by the Agent(s) participating in such saleas a "Representation Date"), the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, you forthwith certificates a certificate dated the date of filing with the SEC Commission of such supplementsupplement or document, the date of effectiveness of such amendment amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, you to the effect that the statements contained in the certificates certificate referred to in Section 5(b5(d) hereof which were last furnished to the Agents you are true and correct at the time of such amendment, supplement supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b)5(d) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented supplemented, (other than ii) there is filed with the Commission any document incorporated by an amendment or supplement providing information solely reference into the Prospectus, (iii) (if required in connection with respect to the terms purchase of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the NotesPurchasing Agent as principal) and each time that the Company sells Notes to the Purchasing Agent as principal or through one or more Agents, unless waived (iv) if the Company issues and sells Notes in a form not previously certified to the Purchasing Agent by the Agent(s) participating in such saleCompany, upon the request of the Purchasing Agent the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates Purchasing Agent a certificate dated the date of filing with the SEC Commission of such supplementsupplement or document, the date of effectiveness of such amendment amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, Purchasing Agent to the effect that the statements contained in the certificates certificate referred to in Section 5(b5(c) hereof which were last furnished to the Agents Purchasing Agent are true and correct at the time of such amendment, supplement supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b5(c), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate.

Subsequent Delivery of Certificates. Each time that the Registration Statement Statements or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect to for a change in the terms interest rates of Notes and other than or a change in the principal amount of Notes remaining to be sold or similar changes) or there is filed with the Commission any document incorporated by an amendment or supplement which relates exclusively to an offering of securities other than reference into the Notes) and each time that Prospectus or, if so indicated in the applicable Terms Agreement, the Company sells Notes to or through one or more Agents, unless waived by the Agent(s) participating in such saleAgents pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates dated the date of filing with the SEC of such supplement, the date of effectiveness of such amendment or the date of such sale, as the case may be, a certificate in form satisfactory to the Agents or the applicable Agent(s), as the case may be, to the effect that the statements contained in the certificates referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment, amendment or supplement or filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement Statements and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates of the same tenor as the certificates referred to in said Section 5(b), modified as necessary to relate to the Registration Statement Statements and the Prospectus as amended and supplemented to the time of delivery of such certificates.;

Subsequent Delivery of Certificates. Each time that (i) the ----------------------------------- Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect for the determination of the variable terms of the Notes or relating solely to the terms of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes), (ii) and each time that (if required in connection with the purchase of Notes from the Company by one or more Agents as principal) the Company sells Notes to or through one or more Agents, unless waived Agents as principal or (iii) the Company sells Notes in a form not previously certified to the Agents by the Agent(s) participating in such saleCompany, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates a certificate dated the date of filing with the SEC of such supplement, Commission or the date of effectiveness of such amendment amendment, or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, ) to the effect that the statements contained in the certificates certificate referred to in Section 5(b5(c) hereof which were last furnished to the Agents are true and correct at the time of such amendmentfiling or effectiveness of such amendment or supplement, supplement as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b)5(c) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate (it being understood that, in the case of clause (ii) above, any such certificate shall also include a certification that there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise since the date of the agreement by such Agent(s) to purchase Notes from the Company as principal).

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect for the determination of the variable terms of the Notes or relating solely to the terms of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes), (ii) and each time that (if required in connection with the purchase of Notes from the Company by the Agent as principal) the Company sells Notes to the Agent as principal or through one or more Agents, unless waived (iii) the Company sells Notes in a form not previously certified to the Agent by the Agent(s) participating in such saleCompany, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may beAgent, forthwith certificates a certificate dated the date of filing with the SEC of such supplement, Commission or the date of effectiveness of such amendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may beAgent, to the effect that the statements contained in the certificates certificate referred to in Section 5(b5(c) hereof which were last furnished to the Agents Agent are true and correct at the time of the filing or effectiveness of such amendmentamendment or supplement, supplement as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b)5(c) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate (it being understood that, in the case of clause (ii) above, any such certificate shall also include a certification that there has been no Material Adverse Effect, whether or not arising in the ordinary course of business, since the date of the agreement by the Agent to purchase Notes from the Company as principal).

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be is amended or supplemented (other than excluding a Pricing Supplement), including through the filing of an annual report on Form 10-K or interim report on Form 10-Q or, if such delivery is requested by an amendment or supplement providing information solely with respect to Agent, any other document under the terms of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the NotesExchange Act, (ii) and each time that the Company sells Notes to or through one or more Agents, unless waived an Agent as principal and in connection therewith such delivery has been agreed to by the Agent(sCompany and such Agent, or (iii) participating the Company issues and sells Notes in such salea form not previously certified to the Agents by the Company, the Company shall furnish or cause to be furnished promptly to the Agents or the applicable Agent(s)Agent, as the case may be, forthwith certificates dated the date of filing with the SEC of such supplement, the date of effectiveness of such amendment or supplement or the date of such sale, as the case may be, in form reasonably satisfactory to the Agents or the applicable Agent(s)Agent, as the case may be, to the effect that the statements contained in the certificates referred to in Section 5(b5(d) hereof which were last furnished to the Agents are true and correct at the time of such amendment, amendment or supplement or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to at such time) or, in lieu of any such certificates, certificates of the same tenor as the corresponding certificates referred to in said Section 5(b5(d), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to at the time of delivery of such certificatescertificate.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect for the determination of the variable terms of the Notes or relating solely to the terms of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes) by post-effective amendment or in connection with the filing of the Company’s Annual Report on Form 20-F or (ii) (if required in connection with the purchase of Notes from the Company by one or more Agents as principal and each time that agreed to by the Company) the Company sells Notes to or through one or more Agents, unless waived by the Agent(s) participating in such saleAgents as principal, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates a certificate dated the date of filing with the SEC of such supplement, Commission or the date of effectiveness of such amendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, ) to the effect that the statements contained in the certificates certificate referred to in Section 5(b5(c) hereof which were last furnished to the Agents are true and correct at the time of the filing or effectiveness of such amendmentamendment or supplement, supplement as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b)5(c) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate (it being understood that, in the case of clause (ii) above, any such certificate shall also include a certification that there has been no event or occurrence that results, or would result, in a Material Adverse Effect since the date of the agreement by such Agent(s) to purchase Notes from the Company as principal).

Subsequent Delivery of Certificates. Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect to the terms of Notes a Pricing Supplement, and other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes) and each time that or there is filed with the SEC any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes unless requested by an Agent) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to or through one or more Agents, unless waived by the Agent(s) participating in such saleany Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, each Agent forthwith certificates a certificate dated the date of filing with the SEC of such supplementsupplement or document, the date of effectiveness of such amendment amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, each Agent to the effect that the statements contained in the certificates certificate referred to in Section 5(b) hereof which were last furnished to the Agents each Agent are true and correct at the time of such amendment, supplement supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by except for an amendment or supplement providing limited to information solely as to the offering or sale of a particular tranche of Notes) or a new Registration Statement is used by the Company with respect to the terms of Notes Notes, and other than (ii) there is filed with the Commission any annual report on Form 10-K, quarterly report on Form 10-Q or periodic report on Form 8-K incorporated by an amendment or supplement which relates exclusively to an offering of securities other than reference into the Notes) Prospectus and each time that the Company sells Notes to or through one or more Agents, unless waived by the Agent(s) participating in such saleany Agent reasonably requests, the Company shall furnish or cause to be furnished to the Agents (in the case of clause (i)), or the applicable requesting Agent(s), as ) (in the case may be, forthwith certificates dated the date of filing with the SEC of such supplement, the date of effectiveness of such amendment or the date of such sale, as the case may be, clause (ii)) promptly a certificate in form satisfactory to the Agents or the applicable such Agent(s), as the case may be, ) to the effect that the statements contained in the certificates referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment, amendment or supplement or filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such timetime or the new Registration Statement, as the case may be) or, in lieu of such certificatescertificate, certificates of the same tenor as the certificates referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificates.certificates or the new Registration Statement, as the case may be; provided, however, that the Company shall not be required to furnish any certificates to any Agents pursuant to this paragraph at a time when the Agents shall have suspended solicitation of purchases of Notes in their capacity as agents pursuant to instructions of the Company, if no Agent shall then hold any Notes as principal purchased under a Terms Agreement;

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an (A) a pricing supplement or other amendment or supplement providing information solely with respect to for a change in the terms interest rates, redemption provisions, amortization schedules or maturities of Notes and other than by or similar changes (collectively, "Pricing Terms"), (B) an amendment or supplement which relates exclusively to an offering of debt securities other than the NotesNotes or (C) and each time that except as provided below, the filing of any document incorporated by reference therein), (ii) there is filed with the SEC any periodic report on Form 10-K or 10-Q, or a current report on Form 8-K containing information called for by any of Items 1 through 4 thereof, (iii) (if required in connection with the purchase of Notes by an Agent as principal) the Company sells Notes to an Agent as principal or through one or more Agents, unless waived (iv) the Company issues and sells Notes in a form not previously certified to the Agents by the Agent(s) participating in such saleCompany, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates a certificate dated the date of filing with the SEC of such supplementsupplement or document, the date of effectiveness of such amendment amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, to the effect that the statements contained in the certificates certificate referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate.