Common use of Subsequent Delivery of Certificates Clause in Contracts

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 solely for the inclusion of 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 other than the Notes), (ii) 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 an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agent to the effect that the statements contained in the certificate of the Company referred to in Section 5(b) hereof which was last furnished to the Agent are true and correct at the time of such amendment, 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 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 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 a pricing supplement, an Excluded Supplement or by an amendment or supplement providing solely for a change in the inclusion interest rates of additional financial informationNotes or similar changes, orand, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement which that relates exclusively to an offering of Securities debt securities other than the Notes), (ii) there is filed with the Commission any Report on Form 10-K, (iii) there is filed with the Commission SEC 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 relating exclusively to the business affairs or prospects issuance of debt securities other than the CompanyNotes or, or unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (viiii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent one or more Agents pursuant to a Terms AgreementAgreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"), the Company shall furnish or cause to be furnished to the Agents forthwith a certificate dated the date of filing with the Commission SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agent Agents, to the effect that the statements contained in the certificate of the Company referred to in Section 5(b) hereof which was were last furnished to the Agent Agents are true and correct at the time of such amendment, 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 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 Prospectus as amended and supplemented to the time of delivery of such certificate. In ; PROVIDED, HOWEVER, that, if the case Agents shall have suspended solicitation of certificates to be furnished 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 (iiior if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), (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)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 shall be is amended or supplemented (other than by excluding a pricing supplement, an Excluded Supplement or by an amendment or supplement providing solely for the inclusion of 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 other than the NotesPricing Supplement), (ii) there is filed with including through the Commission any Report filing of an annual report on Form 10-KK or interim report on Form 10-Q or, if such delivery is requested by an Agent, any other document under the Exchange Act, (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 Agreementii) the Company sells Notes to an Agent pursuant as principal and in connection therewith such delivery has been agreed to by the Company and such Agent, or (iii) the Company issues and sells Notes in a Terms Agreementform not previously certified to the Agents by the Company, the Company shall furnish or cause to be furnished promptly to the Agents forthwith a certificate or the applicable Agent, as the case may be, certificates dated the date of filing with the Commission of such amendment or supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form reasonably satisfactory to the Agent Agents or the applicable Agent, as the case may be, to the effect that the statements contained in the certificate of the Company certificates referred to in Section 5(b5(c) hereof which was were last furnished to the Agent Agents are true and correct at the time of such amendment, supplement, filing 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 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 clauses (ii) or (iii)) or, in lieu of any such certificatecertificates, a certificate certificates of the same tenor as the certificate corresponding certificates referred to in said Section 5(b5(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 certificate. In , and to the case Disclosure Package at the Applicable Time relating thereto in respect of certificates to be furnished any Notes issued and sold pursuant to the foregoing clauses (ii) or (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 a pricing supplement, an Excluded Supplement or by (A) an amendment or supplement providing solely for the inclusion determination of additional financial information, or, unless the Agents shall otherwise specify, other than by variable terms of the Notes and (B) an amendment deemed to have occurred as a result of a periodic filing by the Company, Global Funding or supplement which relates exclusively to an offering any Issuing Trust under the 1934 Act or the 1934 Act Regulations, except any quarterly report of Securities other than the Notes), (ii) there is filed with the Commission any Report Company on Form 10-K, (iii) there is filed with Q or any annual report of the Commission any document incorporated by reference into the Prospectus (other than any proxy or information statement or Current Report Company on Form 8- K10-K (any such report, an “SEC Periodic Report”)), and (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 (viii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from an Issuing Trust by one or more Agents as principal) the Company an Issuing Trust sells Notes to one or more Agents as principal or (iii) an Agent pursuant Issuing Trust sells Notes in a form not previously certified to a Terms Agreementthe Agents by such Issuing Trust, the Company shall furnish or cause to be furnished to the Agents Agents, forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agent Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(b7(d) hereof of the Distribution Agreement which was were last furnished to the Agent Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing 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 certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)7(d) of the Distribution Agreement, 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 certificate (it being understood that, in the case of certificates to be furnished pursuant to clause (iii), (iv) or (vii) 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 may request and its subsidiaries considered as one enterprise since the date of the agreement by such Agent to purchase Notes from the relevant Issuing Trust as principal); provided, however, that any delivery of certificates as required by this Section 4(b) due to the Agents waive filing of an SEC Periodic Report shall only be required to be delivered prior to the requirement pricing date for the certificates, which request shall not be unreasonably refused; (c)Notes issued immediately after such SEC Periodic Report.

Subsequent Delivery of Certificates. Each Subject to the provisions of Section 4(k) hereof, 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 solely for the inclusion establishment of additional financial informationthe interest rates, ormaturity or price of Notes or similar terms, unless the Agents shall otherwise specify, and other than by an amendment or supplement which relates exclusively to an offering of Securities debt securities under the Registration Statement other than the Notes), (ii) there is filed with the Commission any Report on Form 10-K, (iii) or 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 8‑K relating exclusively to the business affairs issuance of debt securities under the Registration Statement other than the Notes) or prospects of the Company, or (vi) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent one or more Agents pursuant to a Terms Agreement, if requested by the Agents or counsel to the Agents, the Company shall furnish or cause to be furnished to the Agents forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form reasonably satisfactory to the Agent Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(b5(c) hereof which was were last furnished to the Agent Agents are true and correct at the time of such amendment, 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 certificate, a certificate of the same tenor as the 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 certificate. In ; provided, however, that if the case of certificates Company shall determine that it does not intend to be furnished pursuant in the market for up to (iii), (iv) three months after the date of filing of any such amendment or (v) abovesupplement, the Company may request that deliver to the Agents waive a notice to such effect, in which event the requirement for request of the certificates, which request Agents received by the Company with respect to such amendment or supplement shall not be unreasonably refused; (c)deemed withdrawn until such time as the Company notifies the Agents that it wishes to re-enter the market.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented or a new Registration Statement is used by the Company with respect to the Notes or there is filed with the Commission any annual report on Form 10-K incorporated by reference into the Prospectus (other than by a pricing supplement, an Excluded Supplement or by an amendment or supplement providing solely for a change in the inclusion interest rates of additional financial information, or, unless Notes or a change in the Agents shall otherwise specify, aggregate principal amount of Notes remaining to be sold or similar changes or other than by an amendment amendment, supplement or supplement which relates exclusively document relating solely to an offering of Securities securities other than the NotesNotes or a post-effective amendment solely containing exhibits to the Registration Statement), ; (ii) there is filed with the Commission Company sells Notes to any Report on Form 10-KAgent pursuant to a Terms Agreement, and the Agent so requests; and (iii) there is filed with the Commission any document quarterly report on Form 10-Q or periodic report on Form 8-K incorporated by reference into the Prospectus (other than and 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 Agent 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 an Agent pursuant to a Terms Agreementrequests, the Company shall furnish or cause to be furnished to the Agents forthwith (in the case of clause (i)), the Agent(s) party to the Terms Agreement (in the case of clause (ii)) or the requesting Agent(s) (in the case of clause (iii)) promptly a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agent such Agent(s) to the effect that the statements contained in the certificate of the Company certificates referred to in Section 5(b) hereof which was were last furnished to the Agent Agents are true and correct at the time of such amendment, supplement, 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 certificate, a certificate certificates of the same tenor as the certificate 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 certificate. In certificates or the new Registration Statement, as the case of certificates to be furnished pursuant to (iii)may be; provided, (iv) or (v) abovehowever, that the Company may request that the Agents waive the requirement for the certificates, which request shall not be unreasonably refused; (c)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 (i) a pricing supplementPricing Supplement, an Excluded Supplement or by (ii) an amendment or supplement providing solely for a change in the inclusion interest rates of additional financial information, or, unless Notes or a change in the Agents shall otherwise specify, other than by principal amount of Notes remaining to be sold or similar changes or (iii) an amendment or supplement which relates relating exclusively to an offering of Securities securities other than the Notes), (ii) or there is filed with the Commission any Report on Form 10-K, (iii) there is filed with the Commission SEC any document incorporated by reference into in the Prospectus (other than any proxy or information statement or Current Report on Form 8- K), (ivx) 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 relating exclusively to the issuance of securities other than the Notes or (y) unless reasonably deemed requested by any Agent, any Current Report on Form 8-K filed by the Company to be materially adverse to the business affairs under Items 1.01, 2.01, 2.03, 5.02, 5.03, 5.04, 5.05, 5.07, 8.01 or prospects of the Company9.01 thereof) or, or (vi) (if required pursuant to the terms of a Terms Agreement) , the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents forthwith a certificate dated the date of filing with the Commission SEC of such supplement or document, the date of effectiveness of such amendment, amendment or the date of Settlement Date relating to such saleTerms Agreement, as the case may be, in form satisfactory to the Agent Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(b) hereof which that was last furnished to the Agent Agents are true and correct at the time of such amendment, 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 to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreement) or, in lieu of such certificate, a certificate of the same tenor as the 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 certificate. In certificate and to the case General Disclosure Package if in connection with a sale of certificates to be furnished Notes pursuant to (iii)a Terms Agreement; provided, (ivhowever, that if the Company has suspended solicitation of purchases of the Notes through the Agents pursuant to Section 3(a) or (v) abovehereof, and the Agents shall not hold any Notes as principal, the Company may request that the Agents waive the requirement for the certificates, which request shall not be unreasonably refused; (c)obligated so to furnish the Agents with a certificate or certificates until such time as the Company shall determine that the solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with an Agent.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Statutory Prospectus shall be amended or supplemented (other than by a pricing supplement, an Excluded Supplement or by an amendment or supplement providing solely for a change in the inclusion of additional financial information, or, unless interest rate or formula applicable to the Agents shall otherwise specify, other than by an amendment Notes or supplement which relates exclusively relating solely to an the issuance and/or offering of Securities securities other than the Notes), (ii) 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 Registration Statement, the General Disclosure Package or 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 relating solely to the business affairs or prospects issuance and/or offering of securities other than the CompanyNotes, or unless the Agents shall otherwise specify), (viiii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Company by one or more Agents as principal) the Company sells Notes to an such Agent pursuant or Agents as principal or (iv) the Company sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Company, the Company shall furnish or cause to be furnished to the Agents Agent(s), forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agent Agent(s) to the effect that the statements contained in the certificate of the Company referred to in Section 5(b) hereof which was were last furnished to the Agent Agents are true and correct at the time of such amendment, 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 Statement, the General Disclosure Package and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)) 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 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 Reasonably promptly following the time that (i) of 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 solely for the inclusion Guarantor’s filing of 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 other than the Notes), (ii) there is filed with the Commission any Report each quarterly report on Form 10-Q and its annual 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 and 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 an Agent pursuant to a Terms Agreement, the Company Guarantor shall furnish or cause to be furnished to the Agents each Agent forthwith a certificate or certificates dated the date of delivery, in form satisfactory to the Agents, to the effect that the statements contained in the certificate or certificates 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 or certificates, a certificate or certificates of the same tenor as the certificate or certificates 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 Basic 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 or certificates are required by such Terms Agreement), the Company and the Guarantor shall furnish or cause to be furnished to such Agent forthwith a certificate or certificates dated the date of filing with the Commission SEC of such supplement or documentsupplement, the date of effectiveness of such amendment, amendment or the date of such sale, as the case may be, in form satisfactory to the such Agent to the effect that the statements contained in the certificate of the Company or certificates referred to in Section 5(b) hereof which was were last furnished to the such Agent are true and correct at the time of such amendment, supplement, filing 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 certificatecertificate or certificates, a certificate or certificates of the same tenor as the 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 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)and such Disclosure Package.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement, the Previous 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 solely for the inclusion determination of additional financial information, the variable terms of the Notes or relating solely to the offering of securities other than the Notes or, unless the Agents shall otherwise specifyexcept as provided below, other than by an amendment or supplement which relates exclusively to an offering by the filing of Securities other than the Notesany document incorporated by reference), (ii) there is filed (if required in connection with the purchase of Notes from the Company by one or more Agents as principal) the Company sells Notes to one or more Agents as principal, (iii) the Company files with the Commission any an Annual 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 a Quarterly Report on Form 8- K)10-Q, (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 which contains financial information that is reasonably deemed by the Company required to be materially adverse set forth in or incorporated by reference into the Prospectus pursuant to Item 11 of Form S-3 under the business affairs or prospects Securities Act or, upon the reasonable request of the CompanyAgents, any other Report on Form 8-K, or (vi) (if required pursuant to the terms of a Terms Agreementiv) the Company sells Notes in a form not previously certified to an Agent pursuant to a Terms Agreementthe Agents by the Company, the Company shall furnish or cause to be furnished to the Agents Agent(s), forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agent Agent(s) to the effect that the statements contained in the certificate of the Company referred to in Section 5(b5(c) hereof which was were last furnished to the Agent Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing 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, the Previous Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)5(c) hereof, modified as necessary to relate to the Registration Statement, the Previous Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate. In certificate (it being understood that, in the case of certificates to be furnished pursuant to clause (iii), (iv) or (vii) 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 may request that and its subsidiaries considered as one enterprise since the Agents waive date of the requirement for agreement by such Agent(s) to purchase Notes from the certificates, which request shall not be unreasonably refused; (cCompany as principal).

Subsequent Delivery of Certificates. Each time that At (i) each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by a pricing supplement, an Excluded Supplement or by (A) an amendment or supplement providing solely for the inclusion determination of additional financial information, or, unless the Agents shall otherwise specify, other than by variable terms of the Notes and (B) an amendment deemed to have occurred as a result of a periodic filing by the Company, Global Funding or supplement which relates exclusively to any Issuing Trust under the 1934 Act or the 1934 Act Regulations, except any quarterly report of the Company on Form 10-Q or any annual report of the Company on Form 10-K (any such report, an offering of Securities other than the Notes"SEC PERIODIC REPORT")), (ii) there is filed with each Settlement Date, Global Funding shall, and agrees to cause 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 Company 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 an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents Agents, forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agent Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(bSections 6(c) and 6(d) hereof which was were last furnished to the Agent Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing 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 certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)Sections 6(c) and 6(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 certificate. In certificate (it being understood that, in the case of certificates to be furnished pursuant to clause (iii), (iv) or (vii) 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 may request and its subsidiaries considered as one enterprise or of Global Funding or any Issuing Trust since the date of the agreement by such Agent to purchase Notes from such Issuing Trust as principal); PROVIDED, HOWEVER, that any delivery of certificates as required by this Section 8(b) due to the Agents waive filing of an SEC Periodic Report shall only be required to be delivered prior to the requirement pricing date for the certificates, which request shall not be unreasonably refused; (c)such Issuing Trust's Notes issued immediately after such SEC Periodic Report.

Subsequent Delivery of Certificates. Each time that At (i) each time that the Registration Statement or the Base Prospectus shall be amended or supplemented (other than by a pricing supplement, an Excluded Supplement or by (A) an amendment or supplement providing solely for the inclusion determination of additional financial information, or, unless the Agents shall otherwise specify, other than by variable terms of the Notes and (B) an amendment deemed to have occurred as a result of a periodic filing by the Company, Global Funding or supplement which relates exclusively to an offering any Issuing Trust under the 1934 Act or the 1934 Act Regulations, except any quarterly report of Securities other than the Notes), (ii) there is filed with the Commission any Report Company on Form 10-K, (iii) there is filed with Q or any annual report of the Commission any document incorporated by reference into the Prospectus (other than any proxy or information statement or Current Report Company on Form 8- K10-K (any such report, an “SEC Periodic Report”)), and (ivii) there is filed with each Settlement Date, Global Funding shall, and agrees to cause the Commission any proxy or information statement that pertains to matters other than, or in addition Company 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 an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents Agents, forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agent Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(bSections 7(c) and 7(d) hereof which was were last furnished to the Agent Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing 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 certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)Sections 7(c) and 7(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 certificate. In certificate (it being understood that, in the case of certificates to be furnished pursuant to clause (iii), (iv) or (vii) 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 may request and its subsidiaries considered as one enterprise or of Global Funding or any Issuing Trust since the date of the agreement by such Agent to purchase Notes from such Issuing Trust as principal); provided, however, that any delivery of certificates as required by this Section 9(b) due to the Agents waive filing of an SEC Periodic Report shall only be required to be delivered prior to the requirement pricing date for the certificates, which request shall not be unreasonably refused; (c)such Issuing Trust’s Notes issued immediately after such SEC Periodic Report.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Statutory Prospectus shall be amended or supplemented (other than by a pricing supplement, an Excluded Supplement or by an amendment or supplement providing solely for a change in the inclusion of additional financial information, or, unless interest rate or formula applicable to the Agents shall otherwise specify, other than by an amendment Securities or supplement which relates exclusively relating solely to an the issuance and/or offering of Securities securities other than the NotesSecurities), (ii) 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 Registration Statement, the General Disclosure Package or 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 relating solely to the business affairs or prospects issuance and/or offering of securities other than the CompanySecurities, or unless the Agents shall otherwise specify), (viiii) (if required pursuant to in connection with the terms purchase of a Terms AgreementSecurities from the Company by one or more Agents as principal) the Company sells Notes Securities to an such Agent pursuant or Agents as principal or (iv) the Company sells Securities in a form not previously certified to a Terms Agreementthe Agents by the Company, the Company and the Operating Partnership shall furnish or cause to be furnished to the Agents Agent(s), forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agent Agent(s) to the effect that the statements contained in the certificate of the Company referred to in Section 5(b) hereof which was were last furnished to the Agent Agents are true and correct at the time of such amendment, 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 Statement, the General Disclosure Package and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)) 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 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 a pricing supplement, an Excluded Pricing Supplement or by an amendment or supplement providing solely for a change in the inclusion of additional financial informationinterest rate or formula applicable to the Notes or similar changes, or, unless the Agents shall otherwise specify, and other than by an amendment or supplement which relates exclusively to an offering the issuance of Securities securities other than the Notes), (ii) 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 K, unless the Company to be materially adverse to the business affairs or prospects of the CompanyAgent shall otherwise specify), or (viiii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes by the Agent as principal) the Company sells Notes to an the Agent pursuant as principal or (iv) the Company issues and sells Notes in a form not previously certified to a Terms Agreementthe Agent by the Company, the Company shall (unless the Agent shall otherwise specify) furnish or cause to be furnished to the Agents Agent forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agent to the effect that the statements contained in the certificate of the Company referred to in Section 5(b5(c) hereof which was were last furnished to the Agent are true and correct at the time of such amendment, 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 certificate, a certificate of the same tenor as the 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 certificate. In certificate (it being understood that, in the case of certificates to be furnished pursuant to clause (iii), (iv) or (v) 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 may request that and its subsidiaries considered as a whole since the Agents waive date of the requirement for agreement by the certificates, which request shall not be unreasonably refused; (cAgent to purchase Notes from the Company as principal).

Subsequent Delivery of Certificates. Each time that (i) the Company files with the Commission 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 Selling Agents, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by a pricing supplement, an Excluded Supplement or by an amendment or supplement providing solely for the inclusion interest rates, maturity dates or other terms of additional financial information, or, unless the Agents shall otherwise specify, other than by Notes or similar changes or an amendment or supplement which relates exclusively to an offering of Securities securities other than the Notes), (ii) there is filed with the Commission any Report on Form 10-K, or (iii) there is filed with if requested by a Selling Agent, on the Commission any document incorporated by reference into applicable Settlement Date, each time 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 Selling Agent purchases Notes as principal pursuant to the terms Section 1(d) of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms this Agreement, the Company shall furnish or cause to be furnished to the Selling Agents forthwith a certificate of the Company, signed by any Senior Vice President or Treasurer of the Company dated the later of (x) the date of filing with the Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form satisfactory to the Agent Selling Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(b4(c) hereof of this Agreement which was last furnished to the Agent Selling Agents are true and correct at the such time of such amendment, 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 Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b4(c), modified as necessary to relate to the Registration Statement Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to the time of delivery of such certificate. In the case of certificates to be furnished If such certificate is delivered pursuant to clause (iii)) above at the request of a Selling Agent, (iv) or (v) above, such certificate shall also relate to the Company may request that applicable Disclosure Package as of the Agents waive the requirement for the certificates, which request shall not be unreasonably refused; (c)applicable Initial Sale Time.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a pricing supplement, an Excluded Pricing Supplement or by an amendment or other supplement providing solely for a change in the inclusion interest rates of additional financial information, or, unless the Agents shall otherwise specify, Notes or changes in other than by terms of the Notes or (ii) an amendment or supplement which relates exclusively to an offering of Securities securities other than the Notes), (ii) there is filed with the Commission any Report on Form 10-K, (iii) or 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 unless delivery of a certificate is reasonably deemed requested by the Company Agents with respect to be materially adverse to such filing) incorporated by reference into the business affairs Prospectus or prospects of the Company, or (vi) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, the terms of which so require, the Company shall use its best efforts to furnish or cause to be furnished to the Agents forthwith a certificate dated or to the date of filing with Agent party to the Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such saleTerms Agreement, as the case may be, promptly following such amendment, supplement or filing or on the Settlement Date with respect to such Terms Agreement, as the case may be, a certificate in form satisfactory to counsel for the Agent Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(b5(d) hereof hereof, which was last furnished to the Agent Agents, are true and correct at the time of such amendment, 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 certificate, a certificate of the same tenor as the certificate 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 the time of delivery of such certificate. In ; PROVIDED, HOWEVER, that in the case of certificates any such amendment or supplement that relates to Notes which are indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index, such certificate shall state that, for purposes of such certificate, the phrase "or with respect to Notes which are to be furnished pursuant indexed or linked to (iii)any currency, (ivcomposite currency, commodity, equity index or similar index" appearing in the second sentence of Section 1(a)(viii) or (v) above, the Company may request that the Agents waive the requirement for the certificates, which request hereof shall be deemed not be unreasonably refused; (c)to apply with respect to such Notes.

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 solely for a change in the inclusion interest rates of additional financial information, or, unless the Agents shall otherwise specify, Notes or similar changes and other than by an amendment or supplement which relates exclusively to an offering of Securities debt securities other than the Notes), (iiNotes or an offering of preferred stock of the Company or its subsidiaries) or there is filed with the Commission any Report on Form 10-K, (iii) there is filed with the Commission SEC any document incorporated by reference into the Prospectus (other than any proxy or information statement or Current Report on Form 8- K), (ivi) 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 relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (ii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Company to be materially adverse to the business affairs Agents) or prospects of the Company, or (vi) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents (or, in the case of a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith a certificate certificates dated the date of filing with the Commission SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agent Agents or such Agent, as the case may be, to the effect that the statements contained in the certificate of the Company certificates referred to in Section 5(b) hereof which was were last furnished to the Agent Agents are true and correct at the time of such amendment, 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 certificatecertificates, a certificate certificates of the same tenor as the certificate 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 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 Operating Partnership shall file a Form 10-K or Form 10-Q with the Commission, unless otherwise waived by the Agents, (ii) 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 solely for the inclusion determination of additional financial informationthe variable terms of the Notes, or, unless the Agents shall otherwise specify, other than by an amendment filing of a Form 10-K or supplement which relates exclusively Form 10-Q with the Commission or relating solely to an the offering of Securities securities other than the Notes), (ii) there is filed with if requested in writing by the Commission any Report on Form 10-K, Agents or Agents (iii) there is filed with (if requested in writing by the Commission any document incorporated by reference into Agent or Agents) the Prospectus (other than any proxy Operating Partnership sells Notes to one or information statement more Agents as principal or Current Report on Form 8- K), (iv) there is filed with the Commission any proxy or information statement that pertains Operating Partnership sells Notes in a form not previously certified to matters other than, or in addition to, an election of directorsthe Agents by the Operating Partnership, 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 an Agent pursuant to a Terms Agreement, the Company Operating Partnership shall furnish or cause to be furnished to the Agents Agent(s) forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agent Agent(s) to the effect that the statements contained in the certificate of the Company referred to in Section 5(b6(e) hereof which was were last furnished to the Agent Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing 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 certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)6(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 certificate. In certificate (it being understood that, in the case of certificates to be furnished pursuant to clause (iii), (iv) or (v) above, any such certificate shall also include a certification that there has been no material adverse change in the Company may request that condition, financial or otherwise, or in the Agents waive earnings, business affairs or business prospects of the requirement for Operating Partnership and its Subsidiaries considered as one enterprise since the certificates, which request shall not be unreasonably refused; (cdate 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 a pricing supplement, an Excluded Supplement or by an amendment or supplement providing solely for the inclusion terms of additional financial information, or, unless the Agents shall otherwise specify, other than by an amendment Notes or supplement which relates exclusively relating solely to an the issuance and/or offering of Securities securities other than the Notes), (ii) there is filed with the Commission any Report on Form 10-K, (iii) there is filed with the Commission SEC 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 relating solely to the business affairs or prospects issuance and/or offering of securities other than the CompanyNotes), or (viiii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Trust by one or more Agents as principal) the Company Trust sells Notes to an such Agent pursuant or Agents as principal or (iv) the Trust sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Trust, the Company Trust shall furnish or cause to be furnished to the Agents Agent(s) forthwith a certificate dated the date of filing with the Commission SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance reasonably satisfactory to the Agent Agent(s) to the effect that the statements contained in the certificate of the Company referred to in Section 5(b) hereof which was were last furnished to the Agent Agents are true and correct at the time of such amendment, 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 certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)) hereof, modified modi- fied 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 At (i) each time that the Registration Statement or the Base Prospectus shall be amended or supplemented (other than by a pricing supplement, an Excluded Supplement or by (A) an amendment or supplement providing solely for the inclusion determination of additional financial information, or, unless the Agents shall otherwise specify, other than by variable terms of the Notes and (B) an amendment deemed to have occurred as a result of a periodic filing by the Company, Global Funding or supplement which relates exclusively to an offering any Issuing Trust under the 1934 Act or the 1934 Act Regulations, except any quarterly report of Securities other than the Notes), (ii) there is filed with the Commission any Report Company on Form 10-K, (iii) there is filed with Q or any annual report of the Commission any document incorporated by reference into the Prospectus (other than any proxy or information statement or Current Report Company on Form 8- K10-K (any such report, an "SEC Periodic Report")), and (ivii) there is filed with each Settlement Date, Global Funding shall, and agrees to cause the Commission any proxy or information statement that pertains to matters other than, or in addition Company 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 an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents Agents, forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agent Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(bSections 7(c) and 7(d) hereof which was were last furnished to the Agent Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing 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 certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)Sections 7(c) and 7(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 certificate. In certificate (it being understood that, in the case of certificates to be furnished pursuant to clause (iii), (iv) or (vii) 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 may request and its subsidiaries considered as one enterprise or of Global Funding or any Issuing Trust since the date of the agreement by such Agent to purchase Notes from such Issuing Trust as principal); provided, however, that any delivery of certificates as required by this Section 9(b) due to the Agents waive filing of an SEC Periodic Report shall only be required to be delivered prior to the requirement pricing date for the certificates, which request shall not be unreasonably refused; (c)such Issuing Trust's Notes issued immediately after such SEC Periodic Report.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented or a new Registration Statement is used by the Company with respect to the Notes or there is filed with the Commission any annual report on Form 10-K incorporated by reference into the Prospectus (other than by a pricing supplement, an Excluded Supplement or by an amendment or supplement providing solely for a change in the inclusion interest rates of additional financial information, or, unless Notes or a change in the Agents shall otherwise specify, aggregate principal amount of Notes remaining to be sold or similar changes or other than by an amendment amendment, supplement or supplement which relates exclusively document relating solely to an offering of Securities securities other than the NotesNotes or a post-effective amendment solely containing exhibits to the Registration Statement), ; (ii) there is filed with the Commission any Report on Form 10-KCompany sells Notes to the Purchasing Agent pursuant to a Terms Agreement, and the Purchasing Agent so requests; and (iii) there is filed with the Commission any document quarterly report on Form 10-Q or periodic report on Form 8-K 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 and 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 Purchasing Agent 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 an Agent pursuant to a Terms Agreementrequests, the Company shall furnish or cause to be furnished to the Agents forthwith promptly a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Purchasing Agent and such Agent(s) to the effect that the statements contained in the certificate of the Company certificates referred to in Section 5(b) hereof which was were last furnished to the Purchasing Agent and the Agents are true and correct at the time of such amendment, supplement, 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 certificate, a certificate certificates of the same tenor as the certificate 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 certificate. In certificates or the new Registration Statement, as the case of certificates to be furnished pursuant to (iii)may be; provided, (iv) or (v) abovehowever, that the Company may request that the Agents waive the requirement for the certificates, which request shall not be unreasonably refused; (c)required to furnish any certificates to the Purchasing Agent or any Agents pursuant to this paragraph at a time when the Agents shall have suspended solicitation of purchases of Notes pursuant to instructions of the Company, if none of the Agents shall then hold any Notes purchased as principal from the Purchasing Agent pursuant to 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 a pricing supplement, an Excluded Supplement or by (x) an amendment or supplement providing solely for the inclusion determination of additional financial information, or, unless the Agents shall otherwise specify, other than by an amendment variable terms of the Notes (including the filing of any Pricing Supplement) or supplement which relates exclusively relating solely to an the offering of Securities securities other than the Notes), (iiy) there is filed with unless otherwise expressly and reasonably requested by 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 directorsAgent, the adoption of a benefit plan, the ratification filing of the Company's auditors or other routine housekeeping matters, (v) there is filed with the Commission any Current Report Reports on Form 8-K containing information that is reasonably deemed by with the Company to be materially adverse to the business affairs or prospects of the Company, or (vi) (if required Commission pursuant to the terms 1934 Act or (z) amendments or supplements relating to earnings statements or other general public interim or annual financial statement information to the extent not included in the Company's Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K filed with the Commission pursuant to the 1934 Act), unless, subject to the immediately following sentence, the Company has suspended the solicitation of a Terms Agreementoffers to purchase Notes pursuant to Section 3(b) hereof, (ii) the Company sells Notes to an the Agent as principal and solely to the extent reasonably requested by the Agent and specified pursuant to Section 3(a) hereof in the applicable Terms Agreement or (iii) the Company sells Notes in a Terms Agreementform not previously certified to the Agent by the Company, the Company shall furnish or cause to be furnished to the Agents Agent, forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form reasonably satisfactory to the Agent to the effect that the statements contained in the certificate of the Company referred to in Section 5(b5(c) hereof which was were last furnished to the Agent are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing 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 certificate, a certificate of the same tenor as the 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 certificatecertificate (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 the Agent to purchase Notes from the Company as principal). In the case event that the Company is not required to fulfill any obligations set forth in the immediately preceding sentence that it may have because the Company has suspended the solicitation of certificates offers to be furnished purchase Notes pursuant to (iii), (ivSection 3(b) or (v) abovehereof, the Company shall fulfill any such obligations at such time as the Company has advised the Agent that solicitation may request that the Agents waive the requirement for the certificates, which request shall not be unreasonably refused; (c)resumed pursuant to Section 3(b) hereof.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a pricing supplementPricing Supplement, an Excluded Supplement or by (ii) an amendment or supplement providing solely for a change in the inclusion interest rates of additional financial information, or, unless Notes or a change in the Agents shall otherwise specify, other than by principal amount of Notes remaining to be sold or similar changes or (iii) an amendment or supplement which relates relating exclusively to an offering of Securities securities other than the Notes), (ii) or there is filed with the Commission any Report on Form 10-K, (iii) there is filed with the Commission SEC any document incorporated by reference into in 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 relating exclusively to the business affairs or prospects issuance of securities other than the CompanyNotes) or, or (vi) (if required pursuant to the terms of a Terms Agreement) , the Company sells Notes to an the Purchasing Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents Purchasing Agent forthwith a certificate dated the date of filing with the Commission SEC of such supplement 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 Purchasing Agent to the effect that the statements contained in the certificate of the Company referred to in Section 5(b) hereof which was that were last furnished to the Purchasing Agent are true and correct at the time of such amendment, 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 certificate, a certificate of the same tenor as the 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 certificate. In ; provided, however, that if the case Purchasing Agent has suspended solicitation of certificates to be furnished purchases of the Notes in its capacity as agent pursuant to (iii)a request from the Company, (iv) or (v) aboveand the Purchasing Agent shall not hold any Notes as principal, the Company may request that the Agents waive the requirement for the certificates, which request shall not be unreasonably refused; (c)obligated so to furnish the Purchasing Agent with a certificate or certificates until such time as the Company shall determine that the solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with the Purchasing Agent.

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 Pricing Supplement or by an amendment or supplement providing solely for a change in the inclusion of additional financial informationinterest rate or formula applicable to the Securities or similar changes, or, unless the Agents shall otherwise specify, and other than by an amendment or supplement which relates exclusively to an offering the issuance of Securities securities other than the NotesSecurities), (ii) 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 K, unless the Company to be materially adverse to the business affairs or prospects of the CompanyAgents shall otherwise specify), or (viiii) (if required pursuant in connection with the purchase of Securities by one or more Agents as principal) the Operating Partnership sells Securities to one or more Agents as principal or (iv) the Operating Partnership issues and sells Securities in a form not previously certified to the terms of a Terms Agreement) Agents by the Company sells Notes to an Agent pursuant to a Terms AgreementPartnerships, the Company Partnerships shall furnish or cause to be furnished to the Agents Agent(s) forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agent Agent(s) to the effect that the statements contained in the certificate of the Company referred to in Section 5(b5(c) hereof which was were last furnished to the Agent Agents are true and correct at the time of such amendment, 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 certificate, a certificate of the same tenor as the 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 certificate. In certificate (it being understood that, in the case of certificates to be furnished pursuant to clause (iii), (iv) or (v) above, any such certificate shall also include a certification that there has been no material adverse change in the Company may request that condition, financial or otherwise, or in the Agents waive earnings, business affairs or business prospects of the requirement for Simon DeBartolo Entities considered as one enterprise since txx xxxx xx xxx xgreement by such Agent(s) to purchase Securities from the certificates, which request shall not be unreasonably refused; (cOperating 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 (i) a pricing supplementPricing Supplement, an Excluded Supplement or by (ii) an amendment or supplement providing solely for a change in the inclusion interest rates of additional financial information, or, unless Notes or a change in the Agents shall otherwise specify, other than by principal amount of Notes remaining to be sold or similar changes or (iii) an amendment or supplement which relates relating exclusively to an offering of Securities securities other than the Notes), (ii) or there is filed with the Commission any Report on Form 10-K, (iii) there is filed with the Commission SEC any document incorporated by reference into in the Prospectus (other than any proxy or information statement or Current Report on Form 8- K), (ivx) 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 relating exclusively to the issuance of securities other than the Notes or (y) unless reasonably deemed requested by any Agent, any Current Report on Form 8-K filed by the Company to be materially adverse to the business affairs under Items 5.02, 5.03, 5.04 or prospects of the Company5.05 thereof) or, or (vi) (if required pursuant to the terms of a Terms Agreement) , the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents forthwith a certificate dated the date of filing with the Commission SEC of such supplement or document, the date of effectiveness of such amendment, amendment or the date of Settlement Date relating to such saleTerms Agreement, as the case may be, in form satisfactory to the Agent Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(b) hereof which that was last furnished to the Agent Agents are true and correct at the time of such amendment, 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 to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreement) or, in lieu of such certificate, a certificate of the same tenor as the 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 certificate. In certificate and to the case General Disclosure Package if in connection with a sale of certificates to be furnished Notes pursuant to (iii)a Terms Agreement; provided, (ivhowever, that if the Agents have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company pursuant to Section 4(l) or (v) abovehereof, and the Agents shall not hold any Notes as principal, the Company may request that the Agents waive the requirement for the certificates, which request shall not be unreasonably refused; (c)obligated so to furnish the Agents with a certificate or certificates until such time as the Company shall determine that the solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with an Agent.^

Subsequent Delivery of Certificates. Each time that (i1) 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 solely for the inclusion of 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 other than the Notes), (ii) there is filed with the Commission any Report on Form 10-K, (iii) there is filed with the Commission SEC any document incorporated by reference into the Prospectus (other than (i) any proxy amendment, supplement or information statement or Current Report on Form 8- Kdocument that is not required to be made available by the Company to any Agent pursuant to Section 4(b), (ivii) 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 filed solely for the purpose of incorporating an exhibit by reference into another document, and (iii) any Quarterly Report on Form 10-Q relating exclusively to a presentation of periodic financial information that is reasonably deemed by (including management's discussion and analysis), a true and accurate summary of which has been previously filed in a Current Report on Form 8-K, if a certificate described below was delivered in connection with the Company to be materially adverse to the business affairs or prospects of the Company, filing on such Form 8-K) or (vi2) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, Agreement then the Company shall furnish or cause to be furnished to the Agents forthwith a certificate dated the date of effectiveness of such amendment, the date of filing with the Commission SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the Agent Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(b) hereof which was were last furnished to the Agent Agents are true and correct at the time of such amendment, 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 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 Prospectus as amended and supplemented to the time of delivery of such certificate. In ; provided, however, that in the case of certificates to be furnished pursuant to (iii), (iv) or (v) above, the Company may request event that the sale of Notes whose principal, premium, if any, and/or interest payments are determined by reference to any index, formula or other method ("Indexed Notes") shall be authorized by the Company, such certificate shall also include as an exhibit thereto a true and correct specimen of the form of Indexed Notes being issued and shall cover such other matters as the Agents waive the requirement for the certificates, which request shall not be unreasonably refused; (c)may reasonably request.

Subsequent Delivery of Certificates. Each Reasonably promptly following each time that (i) the Company files with the Commission 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 BofAS, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by filing of a preliminary pricing supplement, an Excluded supplement or a Pricing Supplement or by an amendment or supplement providing solely for (A) changing the inclusion payment terms of additional financial informationNotes or similar changes, or, unless the Agents shall otherwise specify, other than by an amendment or supplement (B) which relates exclusively to an offering of Securities securities other than the Notes), Notes or (iiC) there is filed with which the Commission any Report on Form 10-K, applicable Selling Agents deem immaterial) or (iii) there is filed with if requested by a Selling Agent, on the Commission any document incorporated by reference into applicable Settlement Date, each time 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 Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms this Agreement, the Company shall furnish or cause to be furnished to the Selling Agents forthwith a certificate dated of the Company, signed by the President, Treasurer, Secretary, or any Managing Director, any Director or Senior Vice President of the Company, or such other officer of the Company duly authorized by or pursuant to the authority of the Company’s board of directors and satisfactory to the Selling Agents or their counsel, dated, with respect to clause (i) above, the date of delivery of such certificate, or with respect to clause (ii) or (iii) above, the later of (x) the date of filing with the Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form satisfactory to the Agent Selling Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(b6(c) hereof of this Agreement which was last furnished to the Agent Selling Agents are true and correct at the such time of such amendment, 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 Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b6(c), modified as necessary to relate to the Registration Statement Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to the time of delivery of such certificate. In the case of certificates to be furnished If such certificate is delivered pursuant to clause (iii)) above at the request of a Selling Agent, (iv) or (v) above, such certificate shall also relate to the Company may request that applicable Disclosure Package as of the Agents waive the requirement for the certificates, which request shall not be unreasonably refused; (c)applicable Initial Sale Time.

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 (A) an amendment or supplement providing solely for the inclusion determination of additional financial information, or, unless the Agents shall otherwise specify, other than by variable terms of the Notes and (B) an amendment deemed to have occurred as a result of a periodic filing by the Company, Global Funding or supplement which relates exclusively to an offering any Issuing Trust under the 1934 Act or the 1934 Act Regulations, except any quarterly report of Securities other than the Notes), (ii) there is filed with the Commission any Report Company on Form 10-K, (iii) there is filed with Q or any annual report of the Commission any document incorporated by reference into the Prospectus (other than any proxy or information statement or Current Report Company on Form 8- K10-K (any such report, an "SEC Periodic Report")), and (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 (viii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from an Issuing Trust by one or more Agents as principal) the Company an Issuing Trust sells Notes to one or more Agents as principal or (iii) an Agent pursuant Issuing Trust sells Notes in a form not previously certified to a Terms Agreementthe Agents by such Issuing Trust, the Company shall furnish or cause to be furnished to the Agents Agents, forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agent Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(b7(d) hereof of the Distribution Agreement which was were last furnished to the Agent Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing 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 certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)7(d) of the Distribution Agreement, 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 certificate (it being understood that, in the case of certificates to be furnished pursuant to clause (iii), (iv) or (vii) 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 may request and its subsidiaries considered as one enterprise since the date of the agreement by such Agent to purchase Notes from the relevant Issuing Trust as principal); provided, however, that any delivery of certificates as required by this Section 4(b) due to the Agents waive filing of an SEC Periodic Report shall only be required to be delivered prior to the requirement pricing date for the certificates, which request shall not be unreasonably refused; (c)Notes issued immediately after such SEC Periodic Report.

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 Pricing Supplement or by an amendment or supplement providing solely for the inclusion of additional financial information, orand, unless the Agents any Agent shall otherwise specify, other than by an amendment or supplement which relates exclusively to an offering of Securities securities other than the Notes), (ii) 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 relating exclusively to the business affairs issuance of securities under the Registration Statement or prospects to quarterly or annual financial results of the Company, or in each case unless any Agent shall otherwise specify), (viiii) (if required pursuant to the terms of a Terms Agreement) , the Company sells Notes to an Agent or Agents pursuant to a Terms AgreementAgreement or (iv) if specifically requested by the Agent to or through whom the Notes are issued and sold, the Company issues and sells Notes through or to an Agent bearing interest determined by reference to an interest rate basis or formula not described in the Prospectus in the form first filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, the Company shall furnish or cause to be furnished to the Agents forthwith a certificate certificate, dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agent Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(b) hereof which was last furnished to the Agent Agents are true and correct at the time of such amendment, 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 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 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 At (i) each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by a pricing supplement, an Excluded Supplement or by (A) an amendment or supplement providing solely for the inclusion determination of additional financial information, or, unless the Agents shall otherwise specify, other than by variable terms of the Notes and (B) an amendment deemed to have occurred as a result of a periodic filing by the Company, Global Funding or supplement which relates exclusively to any Issuing Trust under the 1934 Act or the 1934 Act Regulations, except any quarterly report of the Company on Form 10-Q or any annual report of the Company on Form 10-K (any such report, an offering of Securities other than the Notes"SEC Periodic Report")), (ii) there is filed with each Settlement Date, Global Funding shall, and agrees to cause 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 Company 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 an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents Agents, forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agent Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(bSections 6(c) and 6(d) hereof which was were last furnished to the Agent Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing 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 certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)Sections 6(c) and 6(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 certificate. In certificate (it being understood that, in the case of certificates to be furnished pursuant to clause (iii), (iv) or (vii) 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 may request and its subsidiaries considered as one enterprise or of Global Funding or any Issuing Trust since the date of the agreement by such Agent to purchase Notes from such Issuing Trust as principal); provided, however, that any delivery of certificates as required by this Section 8(b) due to the Agents waive filing of an SEC Periodic Report shall only be required to be delivered prior to the requirement pricing date for the certificates, which request shall not be unreasonably refused; (c)such Issuing Trust's Notes issued immediately after such SEC Periodic Report.

Subsequent Delivery of Certificates. Each Reasonably promptly following each time that (i) the Company files with the Commission 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 BofAS, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by filing of a preliminary pricing supplement, an Excluded supplement or a Pricing Supplement or by an amendment or supplement providing solely for (A) changing the inclusion payment terms of additional financial informationthe Notes or similar changes, or, unless the Agents shall otherwise specify, other than by an amendment or supplement (B) which relates exclusively to an offering of Securities securities other than the Notes), Notes or (iiC) there is filed with which the Commission any Report on Form 10-K, applicable Selling Agents deem immaterial) or (iii) there is filed with if requested by a Selling Agent, on the Commission any document incorporated by reference into applicable Settlement Date, each time 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 Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms this Agreement, the Company shall furnish or cause to be furnished to the Selling Agents forthwith a certificate dated of the Company, signed by the Treasurer, any Managing Director, any Director, any Senior Vice President or other Vice President of the Company, or such other officer of the Company duly authorized by, or pursuant to the authority of, the Company’s board of directors and satisfactory to the Selling Agents or their counsel, dated, with respect to clause (i) above, the date of delivery of such certificate, or with respect to clause (ii) or (iii) above, the later of (x) the date of filing with the Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form satisfactory to the Agent Selling Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(b4(c) hereof of this Agreement which was last furnished to the Agent Selling Agents are true and correct at the such time of such amendment, 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 Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b4(c), modified as necessary to relate to the Registration Statement Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to the time of delivery of such certificate. In the case of certificates to be furnished If such certificate is delivered pursuant to clause (iii)) above at the request of a Selling Agent, (iv) or (v) above, such certificate shall also relate to the Company may request that applicable Disclosure Package as of the Agents waive the requirement for the certificates, which request shall not be unreasonably refused; (c)applicable Initial Sale Time.

Subsequent Delivery of Certificates. Each time that (i1) 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 solely for the inclusion of 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 other than the Notes), (ii) there is filed with the Commission any Report on Form 10-K, (iii) there is filed with the Commission SEC any document incorporated by reference into the Prospectus (other than (i) any proxy amendment, supplement or information statement or Current Report on Form 8- Kdocument that is not required to be made available by the Company to any Agent pursuant to Section 4(b), (ivii) 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 filed solely for the purpose of incorporating an exhibit by reference into another document, and (iii) any Quarterly Report on Form 10-Q relating exclusively to a presentation of periodic financial information that is reasonably deemed by (including management's discussion and analysis), a true and accurate summary of which has been previously filed in a Current Report on Form 8-K, if a certificate described below was delivered in connection with the Company to be materially adverse to the business affairs or prospects of the Company, filing on such Form 8-K) or (vi2) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, Agreement then the Company shall furnish or cause to be furnished to the Agents forthwith a certificate dated the date of effectiveness of such amendment, the date of filing with the Commission SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the Agent Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(b) hereof which was were last furnished to the Agent Agents are true and correct at the time of such amendment, 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 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 Prospectus as amended and supplemented to the time of delivery of such certificate. In ; PROVIDED, HOWEVER, that in the case of certificates to be furnished pursuant to (iii), (iv) or (v) above, the Company may request event that the sale of Notes whose principal, premium, if any, and/or interest payments are determined by reference to any index, formula or other method ("Indexed Notes") shall be authorized by the Company, such certificate shall also include as an exhibit thereto a true and correct specimen of the form of Indexed Notes being issued and shall cover such other matters as the Agents waive the requirement for the certificates, which request shall not be unreasonably refused; (c)may reasonably request.

Subsequent Delivery of Certificates. Each Subject to the provisions of ------------------------------------ Section 4(k) hereof, 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 solely for the inclusion establishment of additional financial informationthe interest rates, ormaturity or price of Notes or similar terms, unless the Agents shall otherwise specify, and other than by an amendment or supplement which relates exclusively to an offering of Securities debt securities under the Registration Statement other than the Notes), (ii) there is filed with the Commission any Report on Form 10-K, (iii) or 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 relating exclusively to the business affairs issuance of debt securities under the Registration Statement other than the Notes) or prospects of the Company, or (vi) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent one or more Agents pursuant to a Terms Agreement, if requested by the Agents or counsel to the Agents, the Company shall furnish or cause to be furnished to the Agents forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form reasonably satisfactory to the Agent Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(b5(c) hereof which was were last furnished to the Agent Agents are true and correct at the time of such amendment, 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 certificate, a certificate of the same tenor as the 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 certificate. In ; provided, however, that if the case of certificates Company shall determine that it does not intend to be furnished pursuant in the market for up to (iii), (iv) three months after the date of filing of any such amendment or (v) abovesupplement, the Company may request that deliver to the Agents waive a notice to such effect, in which event the requirement for request of the certificates, which request Agents received by the Company with respect to such amendment or supplement shall not be unreasonably refused; (c)deemed withdrawn until such time as the Company notifies the Agents that it wishes to re-enter the market.

Subsequent Delivery of Certificates. Each At or promptly following the time that (i) of 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 solely for the inclusion Company’s filing of 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 other than the Notes), (ii) there is filed with the Commission any Report each quarterly report on Form 10-Q and its annual 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 an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents each Agent forthwith a certificate dated the date of filing with the Commission SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agent Agents, to the effect that the statements contained in the certificate of the Company referred to in Section 5(b) hereof which was were last furnished to the Agent Agents are true and correct at the time of such amendment, supplement, filing 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 Basic Prospectus, as amended and supplemented to such time) 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 Basic 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), the Company shall furnish or cause to be furnished to such Agent forthwith 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 such Agent to the effect that the statements contained in the certificate referred to in Section 5(b) hereof which were last furnished to such Agent are true and correct at the time of 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, the Basic Prospectus and any applicable Prospectus, as amended and supplemented to such time, and any applicable Disclosure Package), 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, such Basic Prospectus and any such 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)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 a pricing supplement, an Excluded Supplement or by an amendment or supplement providing solely for a change in the inclusion of additional financial information, or, unless interest rate or formula applicable to the Agents shall otherwise specify, other than by an amendment Notes or supplement which relates exclusively relating solely to an the issuance and/or offering of Securities securities other than the Notes), (ii) there is filed with the Commission any Report on Form 10-K, (iii) there is filed with the Commission SEC 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 relating solely to the business affairs or prospects issuance and/or offering of securities other than the CompanyNotes, or unless the Agents shall otherwise specify), (viiii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Company by one or more Agents as principal) the Company sells Notes to an such Agent pursuant or Agents as principal, (iv) the Company sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Company, the Company shall furnish or cause to be furnished to the Agents Agent(s), forthwith a certificate dated the date of filing with the Commission SEC of such supplement or documentdocument or (v) the Agents resume solicitation of purchases of the Notes in their capacity as Agents at the request of the Company following any suspension thereof, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agent Agent(s) to the effect that the statements contained in the certificate of the Company referred to in Section 5(b) hereof which was were last furnished to the Agent Agents are true and correct at the time of such amendment, 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 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 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)the

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a pricing supplement, an Excluded Pricing Supplement or by an amendment or other supplement providing solely for a change in the inclusion interest rates of additional financial information, or, unless the Agents shall otherwise specify, Notes or changes in other than by terms of the Notes or (ii) an amendment or supplement which relates exclusively to an offering of Securities securities other than the Notes), (ii) there is filed with the Commission any Report on Form 10-K, (iii) or 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 unless delivery of a certificate is reasonably deemed requested by the Company Agents with respect to be materially adverse to such filing) incorporated by reference into the business affairs Prospectus or prospects of the Company, or (vi) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, the terms of which so require, the Company shall use its best efforts to furnish or cause to be furnished to the Agents forthwith a certificate dated or to the date of filing with Agent party to the Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such saleTerms Agreement, as the case may be, promptly following such amendment, supplement or filing or on the Settlement Date with respect to such Terms Agreement, as the case may be, a certificate in form satisfactory to counsel for the Agent Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(b5(d) hereof hereof, which was last furnished to the Agent Agents, are true and correct at the time of such amendment, 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 certificate, a certificate of the same tenor as the certificate 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 the time of delivery of such certificate. In ; provided, however, that in the case of certificates any such amendment or supplement that relates to Notes which are indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index, such certificate shall state that, for purposes of such certificate, the phrase "or with respect to Notes which are to be furnished pursuant indexed or linked to (iii)any currency, (ivcomposite currency, commodity, equity index or similar index" appearing in the second sentence of Section 1(a)(viii) or (v) above, the Company may request that the Agents waive the requirement for the certificates, which request hereof shall be deemed not be unreasonably refused; (c)to apply with respect to such Notes.

Subsequent Delivery of Certificates. Each time that Except as otherwise provided in Section III(o) hereof, reasonably promptly following each time: (i) the Company accepts a Terms Agreement requiring such updating provisions; (ii) the Company files with the SEC an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q that is incorporated by reference into the Prospectus; or (iii) if required by the Agents after the Registration Statement Statement, any Disclosure Package or the Prospectus shall be has been amended or supplemented (other than by filing of a preliminary pricing supplement, an Excluded supplement or a Pricing Supplement or by an amendment or supplement providing solely for (A) changing the inclusion payment terms of additional financial informationthe Notes or similar changes, or, unless the Agents shall otherwise specify, other than by an amendment or supplement which (B)which relates exclusively to an offering of Securities securities other than the Notes), (ii) 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, Notes or (viC) (if required pursuant to which the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreementapplicable Agents deem immaterial), the Company shall furnish or cause to be furnished forthwith to the Agents forthwith a certificate of the Company, signed by a duly authorized officer of the Company dated the date specified in the applicable Terms Agreement or, with respect to clause (ii) above, dated the date of delivery of such certificate, or with respect to clause (iii) above, dated the date of filing with the Commission SEC of such supplement or document, document or the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agent Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(bII(d) hereof which was last furnished to the Agent Agents are true and correct as of the date specified in the applicable Terms Agreement or at the time of such amendmentfiling, amendment or 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 to, as applicable, the Registration Statement Statement, the applicable Disclosure Package and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)II(d) hereof, modified as necessary to relate to the Registration Statement Statement, the applicable Disclosure Package 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 Reasonably promptly following each time that (i) the Company files with the Commission 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 BofAS, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by filing of a preliminary pricing supplement, an Excluded supplement or a Pricing Supplement or by an amendment or supplement providing solely for (A) changing the inclusion payment terms of additional financial informationthe Notes or similar changes, or, unless the Agents shall otherwise specify, other than by an amendment or supplement (B) which relates exclusively to an offering of Securities securities other than the Notes), Notes or (iiC) there is filed with which the Commission any Report on Form 10-K, applicable Selling Agents deem immaterial) or (iii) there is filed with if requested by a Selling Agent, on the Commission any document incorporated by reference into applicable Settlement Date, each time 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 Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms this Agreement, the Company shall furnish or cause to be furnished to the Selling Agents forthwith a certificate dated of the Company, signed by the President, Treasurer, Secretary, or any Managing Director, any Director or Senior Vice President of the Company, or such other officer of the Company duly authorized by or pursuant to the authority of the Company’s board of directors and satisfactory to the Selling Agents or their counsel, dated, with respect to clause (i) above, the date of delivery of such certificate, or with respect to clause (ii) or (iii) above, the later of (x) the date of filing with the Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form satisfactory to the Agent Selling Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(b4(c) hereof of this Agreement which was last furnished to the Agent Selling Agents are true and correct at the such time of such amendment, 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 Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b4(c), modified as necessary to relate to the Registration Statement Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to the time of delivery of such certificate. In the case of certificates to be furnished If such certificate is delivered pursuant to clause (iii)) above at the request of a Selling Agent, (iv) or (v) above, such certificate shall also relate to the Company may request that applicable Disclosure Package as of the Agents waive the requirement for the certificates, which request shall not be unreasonably refused; (c)applicable Initial Sale Time.

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 solely for the inclusion of 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 other than the Notes), (ii) there is filed with the Commission any Quarterly Report on Form 10-K, (iii) there is filed with the Commission any document Q or Annual Report on Form 10-K incorporated by reference into the Prospectus (other than any proxy Registration Statement or information statement or Current Report on Form 8- K)the Prospectus, (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 (viii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Company by the Purchasing Agent as principal) the Company sells Notes to an the Purchasing Agent pursuant as principal (iii) at such times as may reasonably be requested by the Purchasing Agent in the event of a material change in circumstances in respect of the Company or (iv) the Company sells Notes in a form not previously certified to a Terms Agreementthe Purchasing Agent by the Company, the Company shall furnish or cause to be furnished to the Agents Purchasing Agent, forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Purchasing Agent to the effect that the statements contained in the certificate of the Company referred to in Section 5(b5(c) hereof which was were last furnished to the Purchasing Agent are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing 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 certificate, a certificate of the same tenor as the 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 certificate. In certificate (it being understood that, in the case of certificates to be furnished pursuant to clause (iii), (iv) or (vii) above, any such certificate shall also include a certification that, except as set forth or contemplated in the Prospectus, there has been no Material Adverse Effect since the date of the agreement by the Purchasing Agent to purchase Notes from the Company may request that the Agents waive the requirement for the certificates, which request shall not be unreasonably refused; (cas principal).

Subsequent Delivery of Certificates. Each time that (i) the Operating Partnership shall file a Form 10-K or Form 10-Q with the Commission, unless otherwise waived by the Agents, (ii) 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 solely for the inclusion determination of additional financial informationthe variable terms of the Notes, or, unless the Agents shall otherwise specify, other than by an amendment filing of a Form 10-K or supplement which relates exclusively Form 10-Q with the Commission or relating solely to an the offering of Securities securities other than the Notes), (ii) there is filed with if requested in writing by the Commission any Report on Form 10-KAgent or Agents, (iii) there is filed with (if requested in writing by the Commission any document incorporated by reference into Agent or Agents) the Prospectus (other than any proxy Operating Partnership sells Notes to one or information statement more Agents as principal or Current Report on Form 8- K), (iv) there is filed with the Commission any proxy or information statement that pertains Operating Partnership sells Notes in a form not previously certified to matters other than, or in addition to, an election of directorsthe Agents by the Operating Partnership, 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 an Agent pursuant to a Terms Agreement, the Company Operating Partnership shall furnish or cause to be furnished to the Agents Agent(s) forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agent Agent(s) to the effect that the statements contained in the certificate of the Company referred to in Section 5(b6(e) hereof which was were last furnished to the Agent Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing 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 certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)6(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 certificate. In certificate (it being understood that, in the case of certificates to be furnished pursuant to clause (iii), (iv) or (v) above, any such certificate shall also include a certification that there has been no material adverse change in the Company may request that condition, financial or otherwise, or in the Agents waive earnings, business affairs or business prospects of the requirement for Operating Partnership and its Subsidiaries considered as one enterprise since the certificates, which request shall not be unreasonably refused; (cdate of the agreement by such Agent(s) to purchase Notes from the Operating Partnership as principal).

Subsequent Delivery of Certificates. Each Reasonably promptly following the time that (i) of 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 solely for the inclusion Company’s filing of 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 other than the Notes), (ii) there is filed with the Commission any Report each quarterly report on Form 10-Q and its annual 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 an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents each Agent forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may bedelivery, in form satisfactory to the Agent Agents, to the effect that the statements contained in the certificate of the Company referred to in Section 5(b) hereof which was were last furnished to the Agent Agents are true and correct at the time of such amendment, supplement, filing 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 Basic Prospectus, as amended and supplemented to such time) 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 Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 1000 Xxx) or when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such certificate is required by such Terms Agreement), the Company shall furnish or cause to be furnished to such Agent forthwith 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 such Agent to the effect that the statements contained in the certificate referred to in Section 5(b) hereof which were last furnished to such Agent are true and correct at the time of 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, the Basic Prospectus and any applicable Prospectus, as amended and supplemented to such time, and any applicable Disclosure Package), 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, such Basic Prospectus and any such 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)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 a pricing supplement, an Excluded Supplement or by an amendment or supplement providing solely for the inclusion determination of additional financial information, or, unless the Agents shall otherwise specify, other than by an amendment variable terms of the Notes or supplement which relates exclusively relating solely to an the offering of Securities securities other than the Notes), (ii) there is filed (if required in connection with the Commission any Report on Form 10-K, purchase of Notes from the Operating Partnership by one or more Agents as principal) the Operating Partnership sells Notes to one or more Agents as principal or (iii) there is filed with the Commission any document incorporated Operating Partnership sells Notes in a form not previously certified to the Agents 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 directorsOperating Partnership, 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 an Agent pursuant to a Terms Agreement, the Company Operating Partnership shall furnish or cause to be furnished to the Agents Agent(s), forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agent Agent(s) to the effect that the statements contained in the certificate of the Company referred to in Section 5(b5(c) hereof which was were last furnished to the Agent Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing 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 certificate, a certificate of the same tenor as the 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 certificate. In certificate (it being understood that, in the case of certificates to be furnished pursuant to clause (iii), (iv) or (vii) above, any such certificate shall also include a certification that there has been no material adverse change in the Company may request that condition, financial or otherwise, or in the Agents waive earnings, business affairs or business prospects of the requirement for Duke Group considered as one enterprise since the certificates, which request shall not be unreasonably refused; (cdate 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 S-1 Registration Statement, S-3 Registration Statement or the Prospectus shall be amended or supplemented (other than by a pricing supplement, an Excluded Supplement or by (A) an amendment or supplement providing solely for the inclusion determination of additional financial information, or, unless the Agents shall otherwise specify, other than by variable terms of the Notes and (B) an amendment deemed to have occurred as a result of a periodic filing by the Company or supplement which relates exclusively to the Trust under the 1934 Act or the 1934 Act Regulations, except any quarterly report of the Company or Trust on Form 10-Q or any annual report of the Company or the Trust on Form 10-K (any such report, an offering of Securities other than the Notes"SEC Periodic Report")), (ii) there is filed (if required in connection with the Commission any Report on Form 10-K, purchase of Notes from the Trust by one or more Agents as principal) the Trust sells Notes to one or more Agents as principal or (iii) there is filed with the Commission any document incorporated Trust sells Notes in a form not previously certified to the Agents by reference into the Prospectus (other than any proxy or information statement or Current Report on Form 8- K)Trust, (iv) there is filed with the Commission any proxy or information statement that pertains Trust shall, and the Trust agrees to matters other than, or in addition cause the Company 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 an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents Agents, forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agent Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(bSections 5(c) and 5(d) hereof which was were last furnished to the Agent Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing 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 S-1 Registration Statement, the S-3 Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)Sections 5(c) and 5(d) hereof, modified as necessary to relate to the S-1 Registration Statement, the S-3 Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate. In certificate (it being understood that, in the case of certificates to be furnished pursuant to clause (iii), (iv) or (vii) 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 may request and its subsidiaries considered as one enterprise or of the Trust since the date of the agreement by such Agent to purchase Notes from the Trust as principal); PROVIDED, HOWEVER, that any delivery of certificates as required by this Section 7(b) due to the Agents waive filing of an SEC Periodic Report shall only be required to be delivered prior to the requirement pricing date for the certificates, which request shall not be unreasonably refused; (c)series of Notes issued immediately after such SEC Periodic Report.

Subsequent Delivery of Certificates. Each Reasonably promptly following each time that (i) the Company files with the Commission 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 Selling Agents, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by filing of a preliminary pricing supplement, an Excluded supplement or a Pricing Supplement or by an amendment or supplement providing solely for (A) changing the inclusion payment terms of additional financial informationthe Notes or similar changes, or, unless the Agents shall otherwise specify, other than by an amendment or supplement (B) which relates exclusively to an offering of Securities securities other than the Notes), Notes or (iiC) there is filed with which the Commission any Report on Form 10-K, applicable Selling Agents deem immaterial) or (iii) there is filed with if requested by a Selling Agent, on the Commission any document incorporated by reference into applicable Settlement Date, each time 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 Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms this Agreement, the Company shall furnish or cause to be furnished to the Selling Agents forthwith a certificate dated of the Company, signed by the President, Treasurer, Secretary, or any Managing Director, any Director or Senior Vice President of the Company, or such other officer of the Company duly authorized by or pursuant to the authority of the Company’s board of directors and satisfactory to the Selling Agents or their counsel, dated, with respect to clause (i) above, the date of delivery of such certificate, or with respect to clause (ii) or (iii) above, the later of (x) the date of filing with the Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form satisfactory to the Agent Selling Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(b4(c) hereof of this Agreement which was last furnished to the Agent Selling Agents are true and correct at the such time of such amendment, 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 Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b4(c), modified as necessary to relate to the Registration Statement Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to the time of delivery of such certificate. In the case of certificates to be furnished If such certificate is delivered pursuant to clause (iii)) above at the request of a Selling Agent, (iv) or (v) above, such certificate shall also relate to the Company may request that applicable Disclosure Package as of the Agents waive the requirement for the certificates, which request shall not be unreasonably refused; (c)applicable Initial Sale Time.

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 solely for a change in the inclusion of additional financial informationinterest rate or formula applicable to the Notes or similar changes, or, unless the Agents shall otherwise specify, and other than by an amendment or supplement which relates exclusively to an offering the issuance of Securities securities other than the Notes), (ii) 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 Registration Statement, the General Disclosure Package or 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 relating exclusively to the business affairs or prospects issuance of securities other than the CompanyNotes), or (viiii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Company by one or more Agents as principal) the Company sells Notes to an such Agent pursuant or Agents as principal or (iv) if the Company issues and sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Company, the Company shall furnish or cause to be furnished to the Agents Agent(s), forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agent Agent(s) to the effect that the statements contained in the certificate of the Company referred to in Section 5(b5(c) hereof which was were last furnished to the Agent Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing 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 certificate, a certificate of the same tenor as the 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 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 Subject to the provisions of ----------------------------------- Section 4(k) hereof, 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 solely for the inclusion establishment of additional financial informationthe interest rates, ormaturity or price of Notes or similar terms, unless the Agents shall otherwise specify, and other than by an amendment or supplement which relates exclusively to an offering of Securities debt securities under the Registration Statement other than the Notes), (ii) there is filed with the Commission any Report on Form 10-K, (iii) or 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 relating exclusively to the business affairs issuance of debt securities under the Registration Statement other than the Notes) or prospects of the Company, or (vi) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent one or more Agents pursuant to a Terms Agreement, if requested by the Agents or counsel to the Agents, the Company shall furnish or cause to be furnished to the Agents forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form reasonably satisfactory to the Agent Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(b5(c) hereof which was were last furnished to the Agent Agents are true and correct at the time of such amendment, 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 certificate, a certificate of the same tenor as the 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 certificate. In ; provided, however, that if the case of certificates Company shall determine that it does not intend to be furnished pursuant in the market for up to (iii), (iv) three months after the date of filing of any such amendment or (v) abovesupplement, the Company may request that deliver to the Agents waive a notice to such effect, in which event the requirement for request of the certificates, which request Agents received by the Company with respect to such amendment or supplement shall not be unreasonably refused; (c)deemed withdrawn until such time as the Company notifies the Agents that it wishes to re-enter the market.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by a pricing supplementPricing Supplement, an Excluded Supplement or by an amendment or supplement providing solely for the inclusion of additional financial information, or, unless the Agents shall otherwise specify, and other than by filing a document incorporated by reference into the Prospectus (which is hereinafter addressed) or by an amendment or supplement which relates exclusively to an offering of Securities securities other than the Notes)) or, (ii) except as set forth in the next sentence, there is filed with the Commission any Report on Form 10-K, (iii) there is filed with the Commission SEC 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 thanProspectus, 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 an the Purchasing Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents Purchasing Agent forthwith a certificate dated the date of filing with the Commission SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Purchasing Agent to the effect that the statements contained in the certificate of the Company referred to in Section 5(b) hereof which was were last furnished to the Purchasing Agent are true and correct at the time of such amendment, 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 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 Prospectus as amended and supplemented to the time of delivery of such certificate. In If any document other than an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q is filed with the case of certificates SEC and incorporated by reference into the Prospectus, the Purchasing Agent agrees that the Company will be required to be furnished deliver a certificate pursuant to (iii), (iv) or (v) above, this subsection only after delivery of such certificate is requested by the Company may request that the Agents waive the requirement for the certificates, which request shall not be unreasonably refused; (c)Purchasing Agent.

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 solely for a change in the inclusion interest rates of additional financial informationNotes or similar changes, orand, unless the Agents shall otherwise specify, other than by an amendment or supplement which relates exclusively to an offering of Securities debt securities other than the Notes), (ii) there is filed with the Commission any Report on Form 10-K, (iii) there is filed with the Commission SEC 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 relating exclusively to the business affairs or prospects issuance of debt securities under the CompanyRegistration Statement, or unless the Agents shall otherwise specify), (viiii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes by an Agent as principal) the Company sells Notes to an Agent pursuant as principal or (iv) if the Company issues and sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Company, the Company shall furnish or cause to be furnished to the Agents forthwith a certificate dated the date of filing with the Commission SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agent Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(b) hereof which was last furnished to the Agent Agents are true and correct at the time of such amendment, 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 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 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 (i) a pricing supplementPricing Supplement, an Excluded Supplement or by (ii) an amendment or supplement providing solely for a change in the inclusion interest rates of additional financial information, or, unless Notes or a change in the Agents shall otherwise specify, other than by principal amount of Notes remaining to be sold or similar changes or (iii) an amendment or supplement which relates relating exclusively to an offering of Securities securities other than the Notes), (ii) or there is filed with the Commission any Report on Form 10-K, (iii) there is filed with the Commission SEC any document incorporated by reference into in 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 relating exclusively to the business affairs or prospects issuance of securities other than the CompanyNotes) or, or (vi) (if required pursuant to the terms of a Terms Agreement) , the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents forthwith a certificate dated the date of filing with the Commission SEC of such supplement 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 Agent Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(b) hereof which was that were last furnished to the Agent Agents are true and correct at the time of such amendment, 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 certificate, a certificate of the same tenor as the 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 certificate. In ; provided, however, that if the case Agents have suspended solicitation of certificates to be furnished purchases of the Notes in their capacity as agents pursuant to (iii)a request from the Company, (iv) or (v) aboveand the Agents shall not hold any Notes as principal, the Company may request that the Agents waive the requirement for the certificates, which request shall not be unreasonably refused; (c)obligated so to furnish the Agents with a certificate or certificates until such time as the Company shall determine that the solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with an Agent.

Subsequent Delivery of Certificates. Each Reasonably promptly following the time that (i) of 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 solely for the inclusion Guarantor’s filing of 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 other than the Notes), (ii) there is filed with the Commission any Report each quarterly report on Form 10-Q and its annual 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 and 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 an Agent pursuant to a Terms Agreement, the Company Guarantor shall furnish or cause to be furnished to the Agents each Agent forthwith a certificate or certificates dated the date of delivery, in form satisfactory to the Agents, to the effect that the statements contained in the certificate or certificates 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 or certificates, a certificate or certificates of the same tenor as the certificate or certificates 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 Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 1000 Xxx) or when the Company sells Securities to such Agent pursuant to a Terms Agreement (if such certificate or certificates are required by such Terms Agreement), the Company and the Guarantor shall furnish or cause to be furnished to such Agent forthwith a certificate or certificates dated the date of filing with the Commission SEC of such supplement or documentsupplement, the date of effectiveness of such amendment, amendment or the date of such sale, as the case may be, in form satisfactory to the such Agent to the effect that the statements contained in the certificate of the Company or certificates referred to in Section SECTION 5(b) hereof which was were last furnished to the such Agent are true and correct at the time of such amendment, supplement, filing 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 certificatecertificate or certificates, a certificate or certificates of the same tenor as the certificate referred to in said Section 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 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)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 a pricing supplement, an Excluded Supplement or by an amendment or supplement providing solely for the inclusion determination of additional financial information, or, unless the Agents shall otherwise specify, other than by an amendment variable terms of the Notes or supplement which relates exclusively relating solely to an the offering of Securities securities other than the Notes), (ii) 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 in connection with the terms purchase of a Terms AgreementNotes from the Company by one or more Agents as principal) the Company sells Notes to an Agent pursuant one or more Agents as principal or (iii) the Company sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Company, the Company shall furnish or cause to be furnished to the Agents Agent(s), forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form reasonably satisfactory to the Agent Agent(s) to the effect that the statements contained in the certificate of the Company referred to in Section 5(b5(c) hereof which was were last furnished to the Agent Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing 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 certificate, a certificate of the same tenor as the 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 certificate. In certificate (it being understood that, in the case of certificates to be furnished pursuant to clause (iii), (iv) or (vii) 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 may request that and its subsidiaries considered as one enterprise since the Agents waive date of the requirement for agreement by such Agent(s) to purchase Notes from the certificates, which request shall not be unreasonably refused; (cCompany as principal).

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 solely for the inclusion determination of additional financial information, or, unless the Agents shall otherwise specify, other than by an amendment variable terms of the Notes or supplement which relates exclusively relating solely to an the offering of Securities securities other than the Notes), (ii) 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 in connection with the terms purchase of a Terms AgreementNotes from the Company by one or more Agents as principal) the Company sells Notes to an Agent pursuant one or more Agents as principal or (iii) the Company sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Company, the Company shall furnish or cause to be furnished to the Agents Agent(s), forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form reasonably satisfactory to the Agent Agent(s) to the effect that the statements contained in the certificate of the Company referred to in Section 5(b5(c) hereof which was were last furnished to the Agent Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing 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 certificate, a certificate of the same tenor as the 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 certificate. In certificate (it being understood that, in the case of certificates to be furnished pursuant to clause (iii), (iv) or (vii) 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 may request that and its subsidiaries considered as one enterprise since the Agents waive date of the requirement for agreement by such Agent(s) to purchase Notes from the certificates, which request shall not be unreasonably refused; (cCompany as principal).

Subsequent Delivery of Certificates. Each Subject to the provisions of ----------------------------------- Section 4(k) hereof, 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 solely for the inclusion establishment of additional financial informationthe interest rates, ormaturity or price of Notes or similar terms, unless the Agents shall otherwise specify, and other than by an amendment or supplement which relates exclusively to an offering of Securities debt securities under the Registration Statement other than the Notes), (ii) there is filed with the Commission any Report on Form 10-K, (iii) or 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 relating exclusively to the business affairs issuance of debt securities under the Registration Statement other than the Notes) or prospects of the Company, or (vi) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent one or more Agents pursuant to a Terms Agreement, if requested by the Agents or counsel to the Agents, the Company shall furnish or cause to be furnished to the Agents forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form reasonably satisfactory to the Agent Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(b) hereof which was were last furnished to the Agent Agents are true and correct at the time of such amendment, 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 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 Prospectus as amended and supplemented to the time of delivery of such certificate. In ; provided, however, that if the case of certificates Company shall determine that it does not intend to be furnished pursuant in the market for up to (iii), (iv) three months after the date of filing of any such amendment or (v) abovesupplement, the Company may request that deliver to the Agents waive a notice to such effect, in which event the requirement for request of the certificates, which request Agents received by the Company with respect to such amendment or supplement shall not be unreasonably refused; (c)deemed withdrawn until such time as the Company notifies the Agents that it wishes to re-enter the market.

Subsequent Delivery of Certificates. Each time that time: (i) the Guarantor files with the SEC an Annual Report on Form 20-F or any Report on Form 6-K containing annual or interim financial information; or (ii) after the Registration Statement Statement, any Disclosure Package or the Prospectus shall be has been amended or supplemented (other than by a pricing supplement, an Excluded Supplement or by an amendment or supplement providing solely for the inclusion interest rates, maturity dates or other terms of additional financial information, or, unless the Agents shall otherwise specify, other than by Notes or similar changes or an amendment or supplement which relates exclusively to an offering of Securities securities other than the Notes), (ii) 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 each case to the business affairs or prospects of the Company, or (vi) (if extent required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a applicable Terms Agreement, the Company and the Guarantor shall each furnish or cause to be furnished forthwith to the Agents forthwith a certificate of the Company or the Guarantor (as applicable), signed by the relevant authorized signatory or signatories of the Company or the Guarantor (as applicable) dated the date specified in the applicable Terms Agreement or dated the date of filing with the Commission SEC of such supplement or document, document or the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form reasonably satisfactory to the Agent Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(bII(d) hereof which was last furnished to the Agent Agents are true and correct as of the date specified in the applicable Terms Agreement or at the time of such amendmentfiling, amendment or 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 Statement, the Disclosure Package and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(bII(d), modified as necessary to relate to the Registration Statement Statement, the applicable Disclosure Package 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 Except as otherwise provided in Section III(o) hereof, reasonably promptly following each time: (i) the Company accepts a Terms Agreement requiring such updating provisions; (ii) the Company files with the SEC an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q that is incorporated by reference into the Prospectus; or (iii) if required by the Agents after the Registration Statement Statement, any Disclosure Package or the Prospectus shall be has been amended or supplemented (other than by filing of a pricing supplement, an Excluded Preliminary Pricing Supplement or a Pricing Supplement or by an amendment or supplement providing solely for (A) changing the inclusion payment terms of additional financial informationthe Notes or similar changes, or, unless the Agents shall otherwise specify, other than by an amendment or supplement (B) which relates exclusively to an offering of Securities securities other than the Notes), (ii) 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, Notes or (viC) (if required pursuant to which the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreementapplicable Agents deem immaterial), the Company shall furnish or cause to be furnished forthwith to the Agents forthwith a certificate of the Company, signed by a duly authorized officer of the Company dated the date specified in the applicable Terms Agreement or, with respect to clause (ii) above, dated the date of delivery of such certificate, or with respect to clause (iii) above, dated the date of filing with the Commission SEC of such supplement or document, document or the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agent Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(bII(d) hereof which was last furnished to the Agent Agents are true and correct as of the date specified in the applicable Terms Agreement or at the time of such amendmentfiling, amendment or 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 to, as applicable, the Registration Statement Statement, the applicable Disclosure Package and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)II(d) hereof, modified as necessary to relate to the Registration Statement Statement, the applicable Disclosure Package 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 a pricing supplement, an Excluded Supplement or by (A) an amendment or supplement providing solely for the inclusion determination of additional financial information, or, unless the Agents shall otherwise specify, other than by variable terms of the Notes and (B) an amendment deemed to have occurred as a result of a periodic filing by the Company, Global Funding or supplement which relates exclusively to any Issuing Trust under the 1934 Act or the 1934 Act Regulations, except any quarterly report of the Company on Form 10-Q or any annual report of the Company on Form 10-K (any such report, an offering of Securities other than the Notes"SEC Periodic Report")), (ii) there is filed (if required in connection with the Commission any Report on Form 10-K, purchase of Notes from an Issuing Trust by one or more Agents as principal) an Issuing Trust sells Notes to one or more Agents as principal or (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 an Issuing Trust sells Notes 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 form not previously certified 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 an Agent pursuant to a Terms AgreementAgents by such Issuing Trust, the Company shall furnish or cause to be furnished to the Agents Agents, forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agent Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(b6(d) hereof of the Distribution Agreement which was were last furnished to the Agent Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing 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 certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)6(d) of the Distribution Agreement, 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 certificate (it being understood that, in the case of certificates to be furnished pursuant to clause (iii), (iv) or (vii) 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 may request and its subsidiaries considered as one enterprise since the date of the agreement by such Agent to purchase Notes from the relevant Issuing Trust as principal); provided, however, that any delivery of certificates as required by this Section 4(b) due to the Agents waive filing of an SEC Periodic Report shall only be required to be delivered prior to the requirement pricing date for the certificates, which request shall not be unreasonably refused; (c)Notes issued immediately after such SEC Periodic Report.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement Statement, the General Disclosure Package or the Prospectus shall be amended or supplemented (other than by a pricing supplement, an Excluded Supplement or by an amendment or supplement providing solely for the inclusion establishment of additional financial information, or, unless the Agents shall otherwise specify, other than by an amendment or supplement which relates exclusively to an offering specific terms of Securities other than the any tranche of Notes), (ii) there is filed with the Commission any Report on Form 10-K, (iii) there is filed with the Commission SEC any document incorporated by reference into the Registration Statement, the General Disclosure Package or 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 filing 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 relating solely to be materially adverse to the business affairs or prospects of the Companyan earnings statement under Rule 158), or (viiii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, or (iv) the BPU shall authorize the issuance of First Mortgage Bonds and the issuance and sale of Notes beyond the date of its previous authorization, then the Company shall furnish or cause to be furnished to the Agents or such Agent, as the case may be, forthwith a certificate dated the date of filing with the Commission SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, or the soonest practicable date following such authorization, as the case may be, in form satisfactory to the Agent Agents or such Agent, as the case may be, to the effect that the statements contained in the certificate of the Company referred to in Section 5(b) hereof which was were last furnished to the Agent Agents are true and correct at the time of such amendment, supplement, filing filing, sale or saleauthorization, 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 timetime and to the most recent authorization of the BPU, as the case may be) 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 Statement, the General Disclosure Package and the Prospectus as amended and supplemented to the time of delivery of such certificate. In certificate and to the most recent authorization of the BPU; provided, however, that the Company shall not be required (except in the case of certificates to be furnished pursuant to clause (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)) to deliver such certificate during any Suspension Period.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a pricing supplement, an Excluded Pricing Supplement or by an amendment or other supplement providing solely for a change in the inclusion interest rates of additional financial information, or, unless the Agents shall otherwise specify, Notes or changes in other than by terms of the Notes or (ii) an amendment or supplement which relates exclusively to an offering of Securities securities other than the Notes), (ii) there is filed with the Commission any Report on Form 10-K, (iii) or 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 unless delivery of a certificate is reasonably deemed requested by the Company Agents with respect to be materially adverse to such filing) incorporated by reference into the business affairs Prospectus or prospects of the Company, or (vi) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, the terms of which so require, the Company shall use its best efforts to furnish or cause to be furnished to the Agents forthwith a certificate dated or to the date of filing with Agent party to the Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such saleTerms Agreement, as the case may be, promptly following such amendment, supplement or filing or on the Settlement Date with respect to such Terms Agreement, as the case may be, a certificate in form satisfactory to counsel for the Agent Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(b5(d) hereof hereof, which was last furnished to the Agent Agents, are true and correct at the time of such amendment, 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 certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b17 5(d), 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 ; PROVIDED, HOWEVER, that in the case of certificates any such amendment or supplement that relates to Notes which are indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index, such certificate shall state that, for purposes of such certificate, the phrase "or with respect to Notes which are to be furnished pursuant indexed or linked to (iii)any currency, (ivcomposite currency, commodity, equity index or similar index" appearing in the second sentence of Section 1(a)(viii) or (v) above, the Company may request that the Agents waive the requirement for the certificates, which request hereof shall be deemed not be unreasonably refused; (c)to apply with respect to such Notes.

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 (A) an amendment or supplement providing solely for the inclusion determination of additional financial information, or, unless the Agents shall otherwise specify, other than by variable terms of the Notes and (B) an amendment deemed to have occurred as a result of a periodic filing by the Company, Global Funding or supplement which relates exclusively to any Issuing Trust under the 1934 Act or the 1934 Act Regulations, except any quarterly report of the Company on Form 10-Q or any annual report of the Company on Form 10-K (any such report, an offering of Securities other than the Notes"SEC PERIODIC REPORT")), (ii) there is filed (if required in connection with the Commission any Report on Form 10-K, purchase of Notes from an Issuing Trust by one or more Agents as principal) an Issuing Trust sells Notes to one or more Agents as principal or (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 an Issuing Trust sells Notes 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 form not previously certified 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 an Agent pursuant to a Terms AgreementAgents by such Issuing Trust, the Company shall furnish or cause to be furnished to the Agents Agents, forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agent Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(b6(d) hereof of the Distribution Agreement which was were last furnished to the Agent Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing 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 certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)6(d) of the Distribution Agreement, 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 certificate (it being understood that, in the case of certificates to be furnished pursuant to clause (iii), (iv) or (vii) 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 may request and its subsidiaries considered as one enterprise since the date of the agreement by such Agent to purchase Notes from the relevant Issuing Trust as principal); PROVIDED, HOWEVER, that any delivery of certificates as required by this Section 4(b) due to the Agents waive filing of an SEC Periodic Report shall only be required to be delivered prior to the requirement pricing date for the certificates, which request shall not be unreasonably refused; (c)Notes issued immediately after such SEC Periodic Report.

Subsequent Delivery of Certificates. Each Reasonably promptly following the time that (i) of 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 solely for the inclusion Guarantor’s filing of 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 other than the Notes), (ii) there is filed with the Commission any Report each quarterly report on Form 10-Q and its annual 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 and 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 an Agent pursuant to a Terms Agreement, the Company Guarantor shall furnish or cause to be furnished to the Agents each Agent forthwith a certificate or certificates dated the date of delivery, in form satisfactory to the Agents, to the effect that the statements contained in the certificate or certificates 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 or certificates, a certificate or certificates of the same tenor as the certificate or certificates 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 Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 1934 Act) or when the Company sells Securities to such Agent pursuant to a Terms Agreement (if such certificate or certificates are required by such Terms Agreement), the Company and the Guarantor shall furnish or cause to be furnished to such Agent forthwith a certificate or certificates dated the date of filing with the Commission SEC of such supplement or documentsupplement, the date of effectiveness of such amendment, amendment or the date of such sale, as the case may be, in form satisfactory to the such Agent to the effect that the statements contained in the certificate of the Company or certificates referred to in Section ‎Section 5(b) hereof which was were last furnished to the such Agent are true and correct at the time of such amendment, supplement, filing 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 certificatecertificate or certificates, a certificate or certificates of the same tenor as the certificate referred to in said Section ‎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 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)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 a pricing supplement, an Excluded Supplement or by an amendment or supplement providing solely for the inclusion determination of additional financial information, or, unless the Agents shall otherwise specify, other than by an amendment variable terms of the Notes or supplement which relates exclusively relating solely to an the offering of Securities securities other than the Notes), (ii) 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 in connection with the terms purchase of a Terms AgreementNotes from the Company by one or more Agents as principal) the Company sells Notes to an Agent pursuant one or more Agents as principal or (iii) the Company sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Company, the Company shall furnish or cause to be furnished to the Agents Agent(s), forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agent Agent(s) to the effect that the statements contained in the certificate of the Company referred to in Section 5(b5(c) hereof which was were last furnished to the Agent Agents are true and correct at the time of such amendment, filing or effectiveness of such amendment or supplement, filing 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 certificate, a certificate of the same tenor as the 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 certificate. In certificate (it being understood that, in the case of certificates to be furnished pursuant to clause (iii), (iv) or (vii) 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 may request that and its subsidiaries considered as one enterprise since the Agents waive date of the requirement for agreement by such Agent(s) to purchase Notes from the certificates, which request shall not be unreasonably refused; (cCompany as principal).

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 solely for the inclusion determination of additional financial information, or, unless the Agents shall otherwise specify, other than by an amendment variable terms of the Notes or supplement which relates exclusively relating solely to an the offering of Securities securities other than the Notes), (ii) 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 in connection with the terms purchase of a Terms AgreementNotes from the Company by one or more Agents as principal) the Company sells Notes to an Agent pursuant one or more Agents as principal or (iii) the Company sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Company, the Company shall furnish or cause to be furnished to the Agents Agent(s), forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form reasonably satisfactory to the Agent Agent(s) to the effect that the statements contained in the certificate of the Company referred to in Section 5(b5(c) hereof which was were last furnished to the Agent Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing 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 certificate, a certificate of the same tenor as the 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 certificate. In certificate (it being understood that, in the case of certificates to be furnished pursuant to clause (iii), (iv) or (vii) 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 may request that and its subsidiaries considered as one enterprise since the Agents waive date of the requirement for agreement by such Agent(s) to purchase Notes from the certificates, which request shall not be unreasonably refused; (cCompany as principal).

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 solely for a change in the inclusion interest rates of additional financial informationNotes or similar changes, orand, 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) or there is filed with the Commission any Report on Form 10-K, (iii) there is filed with the Commission SEC 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 relating exclusively to the business affairs issuance of securities other than Notes under the Registration Statement, unless the Agents shall otherwise specify) or prospects of the Company, or (vi) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents such Agent forthwith a certificate dated the date of filing with the Commission SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the such Agent to the effect that the statements contained in the certificate of the Company referred to in Section 5(b5(d) hereof which was last furnished to the such Agent are true and correct at the time of such amendment, 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 certificate, a certificate of the same tenor as the certificate 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 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 S-3 Registration Statement or the Prospectus shall be amended or supplemented (other than by a pricing supplement, an Excluded Supplement or by (A) an amendment or supplement providing solely for the inclusion determination of additional financial information, or, unless the Agents shall otherwise specify, other than by variable terms of the Notes and (B) an amendment deemed to have occurred as a result of a periodic filing by the Company or supplement which relates exclusively to the Trust under the 1934 Act or the 1934 Act Regulations, except any quarterly report of the Company or Trust on Form 10-Q or any annual report of the Company or the Trust on Form 10-K (any such report, an offering of Securities other than the Notes"SEC PERIODIC REPORT")), (ii) there is filed (if required in connection with the Commission any Report on Form 10-K, purchase of Notes from the Trust by one or more Agents as principal) the Trust sells Notes to one or more Agents as principal or (iii) there is filed with the Commission any document incorporated by reference into Trust sells Notes in a form not previously certified to 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 Agents 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 an Agent pursuant to a Terms AgreementTrust, the Company shall furnish or cause to be furnished to the Agents Agents, forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agent Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(b5(d) hereof of the Distribution Agreement which was were last furnished to the Agent Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing 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 S-3 Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)5(d) of the Distribution Agreement, modified as necessary to relate to the S-3 Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate. In certificate (it being understood that, in the case of certificates to be furnished pursuant to clause (iii), (iv) or (vii) 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 may request and its subsidiaries considered as one enterprise since the date of the agreement by such Agent to purchase Notes from the Trust as principal); PROVIDED, HOWEVER, that any delivery of certificates as required by this Section 4(b) due to the Agents waive filing of an SEC Periodic Report shall only be required to be delivered prior to the requirement pricing date for the certificates, which request shall not be unreasonably refused; (c)series of Notes issued immediately after such SEC Periodic Report.

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 except for an amendment or supplement providing solely for limited to information as to the inclusion offering or sale of additional financial information, or, unless a particular tranche of Notes) or a new Registration Statement is used by the Agents shall otherwise specify, other than by an amendment or supplement which relates exclusively Company with respect to an offering of Securities other than the Notes), and (ii) there is filed with the Commission any Report annual report on Form 10-K, (iii) there is filed with the Commission any document quarterly report on Form 10-Q or periodic report on Form 8-K incorporated by reference into the Prospectus (other than and 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 Agent 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 an Agent pursuant to a Terms Agreementrequests, the Company shall furnish or cause to be furnished or otherwise make available to the Agents forthwith a certificate dated (in the date case of filing with the Commission of such supplement or document, the date of effectiveness of such amendmentclause (i)), or the date of such sale, as requesting Agent(s) (in the case may be, of clause (ii)) promptly a certificate in form satisfactory to the Agent such Agent(s) to the effect that the statements contained in the certificate of the Company certificates referred to in Section 5(b) hereof which was were last furnished to the Agent Agents are true and correct at the time of such amendment, supplement, 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 certificate, a certificate certificates of the same tenor as the certificate 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 certificate. In certificates or the new Registration Statement, as the case of certificates to be furnished pursuant to (iii)may be; provided, (iv) or (v) abovehowever, that the Company may request that the Agents waive the requirement for the certificates, which request shall not be unreasonably refused; (c)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 Offering Memorandum shall be amended or supplemented (other than by a pricing supplement, an Excluded Supplement or by an amendment or supplement providing solely for the inclusion determination of additional financial information, or, unless the Agents shall otherwise specify, other than by an variable terms of the Notes or any deemed amendment or supplement which relates exclusively pursuant to an offering the filing of Securities other than the Notes), (ii) 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 report and definitive proxy or information statement or Current Report on Form 8- K), (iv) there is filed of the Company with the Securities and Exchange Commission any proxy or information statement that pertains (the "SEC") pursuant to matters other than, or in addition to, an election of directors, the adoption of a benefit plan, the ratification requirements 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 CompanyExchange Act), or (viii) (if required pursuant agreed to by each of the terms Indenture Parties, the Company and the applicable Initial Purchasers in the applicable Terms Agreement in connection with the purchase of a Terms Agreement) Tranche of Notes from the Company sells Notes to an Agent pursuant to a Terms AgreementIssuer by such Initial Purchasers, each of the Indenture Parties and the Company shall furnish or cause to be furnished to the Agents applicable Initial Purchasers, forthwith a certificate dated the date of filing with the Commission of such supplement amendment or documentsupplement, the date of effectiveness of such amendmentas applicable, or the date of such sale, as the case may be, in form reasonably satisfactory to the Agent Initial Purchasers to the effect that the statements contained in the certificate of the Company certificates referred to in Section 5(b6(d)and Section 6(e) hereof which was were last furnished to the Agent Initial Purchasers are true and correct at the effective time of such amendment, amendment or supplement, filing 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 Offering Memorandum as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)6(d) and Section 6(e) hereof, as applicable, modified as necessary to relate to the Registration Statement and the Prospectus Offering Memorandum as amended and supplemented to the time of delivery of such certificate. In certificate (it being understood that, in the case of certificates to be furnished pursuant to clause (iii), (iv) or (vii) 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 or business affairs of the Company may request that and its Subsidiaries considered as one enterprise or of the Agents waive applicable Indenture Party since the requirement date of the applicable Terms Agreement; provided, however, that, unless otherwise agreed with the applicable Initial Purchaser(s), any delivery of certificates as required by this Section 7(a) due to an event described in clause (i) above shall only be required to be delivered prior to the pricing date for the certificates, which request shall not be unreasonably refused; Tranche of Notes issued immediately after such event described in clause (c)i) above.

Subsequent Delivery of Certificates. Each time that Except as otherwise provided in Section III(o) hereof, each time: (i) the Company accepts a Terms Agreement requiring such updating provisions; (ii) the Company files with the SEC an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q that is incorporated by reference into the Prospectus; or (iii) if required by the Agents after the Registration Statement Statement, any Disclosure Package or the Prospectus shall be has been amended or supplemented (other NY2-736121 than by a pricing supplement, an Excluded Supplement or by an amendment or supplement providing solely for the inclusion interest rates, maturity dates or other terms of additional financial information, or, unless the Agents shall otherwise specify, other than by Notes or similar changes or an amendment or supplement which relates exclusively to an offering of Securities securities other than the Notes), (ii) 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 an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to the Agents forthwith a certificate of the Company, signed by a duly authorized officer of the Company dated the date specified in the applicable Terms Agreement or dated the date of filing with the Commission SEC of such supplement or document, document or the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agent Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(bII(d) hereof which was last furnished to the Agent Agents are true and correct as of the date specified in the applicable Terms Agreement or at the time of such amendmentfiling, amendment or 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 to, as applicable, the Registration Statement Statement, the applicable Disclosure Package and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(bII(d), modified as necessary to relate to the Registration Statement Statement, the applicable Disclosure Package 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 Reasonably promptly following each time that (i) the Guarantor files with the Commission 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 Selling Agents, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by filing of a preliminary pricing supplement, an Excluded supplement or a Pricing Supplement or by an amendment or supplement providing solely for (A) changing the inclusion payment terms of additional financial informationNotes or similar changes, or, unless the Agents shall otherwise specify, other than by an amendment or supplement (B) which relates exclusively to an offering of Securities securities other than the Notes), Notes or (iiC) there is filed with which the Commission any Report on Form 10-K, applicable Selling Agents deem immaterial) or (iii) there is filed with if requested by a Selling Agent, on the Commission any document incorporated by reference into applicable Settlement Date, each time 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 Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms this Agreement, the Company and the Guarantor shall furnish or cause to be furnished to the Selling Agents forthwith a certificate dated of each of the Company and the Guarantor, signed by the President, Treasurer, Secretary or any Vice President of the Company and by any Managing Director, Director, Senior Vice President or the Treasurer of the Guarantor or such other officer of the Guarantor duly authorized by or pursuant to the authority of the Guarantor’s board of directors and satisfactory to the Selling Agents or their counsel, as applicable, dated, with respect to clause (i) above, the date of delivery of such certificate, or with respect to clause (ii) or (iii) above, the later of (x) the date of filing with the Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form satisfactory to the Agent Selling Agents to the effect that the statements contained in the certificate of the Company certificates referred to in Section 5(bSections 6(c) hereof and (d) of this Agreement which was last furnished to the Agent Selling Agents are true and correct at the such time of such amendment, 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 Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate certificates referred to in said Section 5(bSections 6(c) and (d), modified as necessary to relate to the Registration Statement Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to the time of delivery of such certificate. In the case of certificates to be furnished If such certificate is delivered pursuant to clause (iii)) above at the request of a Selling Agent, (iv) or (v) above, such certificate shall also relate to the Company may request that applicable Disclosure Package as of the Agents waive the requirement for the certificates, which request shall not be unreasonably refused; (c)applicable Initial Sale Time.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented by a filing under the 1933 Act (other than by a pricing supplement, an Excluded Pricing Supplement or by an amendment or supplement providing solely for the inclusion of additional financial information, orand, unless the Agents any Agent shall otherwise specify, other than by an amendment or supplement which relates exclusively to an offering of Securities securities other than the Notes), (ii) there is filed with the Commission any Report on Form 10-K, (iii) there is filed with under the Commission 1934 Act 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 relating exclusively to the business affairs issuance of securities under the Registration Statement or prospects to quarterly or annual financial results of the Company, or in each case unless any Agent shall otherwise specify), (viiii) (if required pursuant to the terms of a Terms Agreement) , the Company sells Notes to an Agent one or more Agents pursuant to a Terms AgreementAgreement or (iv) if specifically requested by the Agent or Agents to or through whom the Notes are issued and sold, the Company issues and sells Notes through or to one or more Agents bearing interest determined by reference to an interest rate basis or formula not described in the Prospectus in the form first filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, the Company shall furnish or cause to be furnished to the Agents forthwith a certificate certificate, dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agent Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(b5(c) hereof which was last furnished to the Agent Agents are true and correct at the time of such amendment, 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 certificate, a certificate of the same tenor as the 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 certificate. In certificate (it being understood that, in the case of certificates to be furnished pursuant to clause (iii), (iv) or (v) above, any such certificate shall also include a certification that there has been no material adverse change or any development or event involving a prospective material adverse change in the business, financial condition or results of operations of the Company may request that and its subsidiaries taken as a whole, whether or not arising in the Agents waive ordinary course of business, since the requirement for date of the certificates, which request shall not be unreasonably refused; (capplicable Terms Agreement).

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 solely for the inclusion determination of additional financial information, or, unless the Agents shall otherwise specify, other than by an amendment variable terms of the Notes or supplement which relates exclusively relating solely to an the offering of Securities securities other than the Notes), (ii) there is filed with including an amendment effected by the Commission any Report on Form 10-K, (iii) there is filed with the Commission any filing of a document incorporated by reference into the Registration Statement or 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 filing 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 current report on Form 8-K containing only information that is reasonably deemed by the Company responsive to be materially adverse item 5 thereof (and including any exhibits listed under item 7 thereto relating to the business affairs or prospects of the Companyinformation provided pursuant to such item 5 and any such exhibit attached to such report), or (vi) (if required pursuant to the terms of a Terms Agreementii) the Company sells Notes to an Agent pursuant to a Terms Agreementone or more Agents as principal, the Company shall furnish or cause to be furnished to the Agents Agent(s), forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agent Agent(s) to the effect that the statements contained in the certificate of the Company referred to in Section 5(b5(c) hereof which was were last furnished to the Agent Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing 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 certificate, a certificate of the same tenor as the 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 certificate. In certificate (it being understood that, in the case of certificates to be furnished pursuant to clause (iii), (iv) or (vii) 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 or operations of the Company may request and its subsidiaries taken as a whole since the date of the agreement by such Agent(s) to purchase Notes from the Company as principal); provided, however, that in the Agents waive case of an amendment or supplement referred to in clause (i) above, if the requirement for Company shall in good faith determine that it does not intend to be in the certificates, which request shall not be unreasonably refused; (c)market during the three months after the date of filing of any such

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 solely for the inclusion of 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 other than the Notes), or (ii) there is filed with the Commission any Report on Form 10-K, or (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- 8-K), or (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 (viv) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agent to the effect that the statements contained in the certificate of the Company referred to in Section 5(b) hereof which was last furnished to the Agent are true and correct at the time of such amendment, 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 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 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 (viv) 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 Company files with the Commission 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 Selling Agents, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by filing of a preliminary pricing supplement, an Excluded supplement or a Pricing Supplement or by an amendment or supplement providing solely for (A) changing the inclusion payment terms of additional financial informationthe Notes or similar changes, or, unless the Agents shall otherwise specify, other than by an amendment or supplement (B) which relates exclusively to an offering of Securities securities other than the Notes), Notes or (iiC) there is filed with which the Commission any Report on Form 10-K, applicable Selling Agents deem immaterial) or (iii) there is filed with if requested by a Selling Agent, on the Commission any document incorporated by reference into applicable Settlement Date, each time 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 Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms this Agreement, the Company shall furnish or cause to be furnished to the Selling Agents forthwith a certificate of the Company, signed by the President, Treasurer, Secretary, or any Managing Director or Senior Vice President of the Company, or such other officer of the Company duly authorized by or pursuant to the authority of the Company’s board of directors and satisfactory to the Selling Agents or their counsel, dated the later of (x) the date of filing with the Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form satisfactory to the Agent Selling Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(b4(c) hereof of this Agreement which was last furnished to the Agent Selling Agents are true and correct at the such time of such amendment, 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 Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b4(c), modified as necessary to relate to the Registration Statement Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to the time of delivery of such certificate. In the case of certificates to be furnished If such certificate is delivered pursuant to clause (iii)) above at the request of a Selling Agent, (iv) or (v) above, such certificate shall also relate to the Company may request that applicable Disclosure Package as of the Agents waive the requirement for the certificates, which request shall not be unreasonably refused; (c)applicable Initial Sale Time.

Subsequent Delivery of Certificates. Each time that Except as otherwise provided in Section III(o) hereof, each time: (i) the Company accepts a Terms Agreement requiring such updating provisions; (ii) the Company files with the SEC an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q that is incorporated by reference into the Prospectus; or (iii) if required by the Agents after the Registration Statement Statement, any Disclosure Package or the Prospectus shall be has been amended or supplemented (other than by a pricing supplement, an Excluded Supplement or by an amendment or supplement providing solely for the inclusion interest rates, maturity dates or other terms of additional financial information, or, unless the Agents shall otherwise specify, other than by Notes or similar changes or an amendment or supplement which relates exclusively to an offering of Securities securities other than the Notes), (ii) 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 an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to the Agents forthwith a certificate of the Company, signed by a duly authorized officer of the Company dated the date specified in the applicable Terms Agreement or dated the date of filing with the Commission SEC of such supplement or document, document or the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agent Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(bII(d) hereof which was last furnished to the Agent Agents are true and correct as of the date specified in the applicable Terms Agreement or at the time of such amendmentfiling, amendment or 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 to, as applicable, the Registration Statement Statement, the applicable Disclosure Package and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)II(d) hereof, modified as necessary to relate to the Registration Statement Statement, the applicable Disclosure Package 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 (i1) 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 solely for the inclusion of 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 other than the Notes), (ii) there is filed with the Commission any Report on Form 10-K, (iii) there is filed with the Commission SEC any document incorporated by reference into the Prospectus (other than (i) any proxy amendment, supplement or information statement or Current Report on Form 8- Kdocument that is not required to be made available by the Guarantor to any Agent pursuant to Section 4(b), (ivii) 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 filed solely for the purpose of incorporating an exhibit by reference into another document, and (iii) any Quarterly Report on Form 10-Q relating exclusively to a presentation of periodic financial information that is reasonably deemed by (including management's discussion and analysis), a true and accurate summary of which has been previously filed in a Current Report on Form 8-K, if a certificate described below was delivered in connection with the Company to be materially adverse to the business affairs or prospects of the Companyfiling on such Form 8-K)), or (vi2) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, Agreement then the Company and the Guarantor shall furnish or cause to be furnished to the Agents forthwith a certificate dated the date of effectiveness of such amendment, the date of filing with the Commission SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the Agent Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(b) hereof which was were last furnished to the Agent Agents are true and correct at the time of such amendment, 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 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 Prospectus as amended and supplemented to the time of delivery of such certificate. In ; PROVIDED, HOWEVER, that in the case event that the sale of certificates Notes whose principal, premium, if any, and/or interest payments are determined by reference to any index, formula or other method ("Indexed Notes") shall be furnished pursuant to (iii), (iv) or (v) above, authorized by the Company may request that and the Guarantor, such certificate shall also include as an exhibit thereto a true and correct specimen of the form of Indexed Notes being issued and shall cover such other matters as the Agents waive the requirement for the certificates, which request shall not be unreasonably refused; (c)may reasonably request.

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 solely for a change in the inclusion of additional financial informationinterest rate or formula applicable to the Notes or similar changes, or, unless the Agents shall otherwise specify, and other than by an amendment or supplement which relates exclusively to an offering the issuance of Securities securities other than the Notes), (ii) 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 relating exclusively to the business affairs or prospects issuance of securities other than the CompanyNotes), or (viiii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes by one or more Agents as principal) the Company Operating Partnership sells Notes to an such Agent pursuant or Agents as principal or (iv) if the Operating Partnership issues and sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Operating Partnership, the Company Operating Partnership shall furnish or cause to be furnished to the Agents Agent(s) forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agent Agent(s) to the effect that the statements contained in the certificate of the Company referred to in Section 5(b) hereof which was were last furnished to the Agent Agents are true and correct at the time of such amendment, 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 certificate, a certificate of the same tenor as the 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 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 (i1) the Registration Statement Statement, the General Disclosure Package or the Prospectus shall be amended or supplemented (other than by a pricing supplement, an Excluded Supplement or by an amendment or supplement providing solely for the inclusion of 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 other than the Notes), (ii) there is filed with the Commission any Report on Form 10-K, (iii) there is filed with the Commission SEC any document incorporated by reference into the Registration Statement, the General Disclosure Package and the Prospectus (other than (i) any proxy amendment, supplement or information statement or Current Report on Form 8- K)document that is not required to be made available by the Company to the Purchasing Agent pursuant to Section 4(b) hereof, (ivii) 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 filed solely for the purpose of incorporating an exhibit by reference into another document, and (iii) any Quarterly Report on Form 10-Q relating exclusively to a presentation of periodic financial information that is reasonably deemed (including management’s discussion and analysis), a true and accurate summary of which has been previously filed in a Current Report on Form 8-K, if a certificate described below was delivered in connection with the filing on such Form 8-K) or (2) (if so agreed by the Company to be materially adverse to and the business affairs or prospects Purchasing Agent in connection with the purchase of Notes from the Company, or (vi) (if required pursuant to Company by the terms of a Terms AgreementPurchasing Agent as principal) the Company sells Notes to an the Purchasing Agent pursuant to a Terms Agreementas principal, then the Company shall furnish or cause to be furnished to the Agents Purchasing Agent forthwith a certificate dated the date of effectiveness of such amendment, the date of filing with the Commission SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the Purchasing Agent to the effect that the statements contained in the certificate of the Company referred to in Section 5(b) hereof which was were last furnished to the Purchasing Agent are true and correct at the time of such amendment, 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 Statement, the General Disclosure Package and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b), 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 certificate. In ; provided, however, that in the case of certificates to be furnished pursuant to (iii), (iv) or (v) above, the Company may request event that the Agents waive sale of Notes whose principal, premium, if any, and/or interest payments are determined by reference to any index, formula or other method (“Indexed Notes”) shall be authorized by the requirement for Company, such certificate shall also include as an exhibit thereto a true and correct specimen of the certificates, which request form of Indexed Notes being issued and shall not be unreasonably refused; (c)cover such other matters as the Purchasing Agent may reasonably request.

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 solely for a change in the inclusion interest rates of additional financial information, or, unless the Agents shall otherwise specify, Notes or similar changes and other than by an amendment or supplement which relates exclusively to an offering of Securities debt securities other than the Notes), (iiNotes or an offering of preferred stock of the Guarantor or its subsidiaries) or there is filed with the Commission any Report on Form 10-K, (iii) there is filed with the Commission SEC any document incorporated by reference into the Prospectus (other than any proxy or information statement or Current Report on Form 8- K), (ivi) 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 relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (ii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Company to be materially adverse to the business affairs Agents) or prospects of the Company, or (vi) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents (or, in the case of a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith a certificate certificates dated the date of filing with the Commission SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agent Agents or such Agent, as the case may be, to the effect that the statements contained in the certificate of the Company certificates referred to in Section 5(b) hereof which was were last furnished to the Agent Agents are true and correct at the time of such amendment, 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 certificatecertificates, a certificate certificates of the same tenor as the certificate 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 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 Reasonably promptly following the time that (i) of 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 solely for the inclusion Company’s filing of 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 other than the Notes), (ii) there is filed with the Commission any Report each quarterly report on Form 10-Q and its annual 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 an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents each Agent forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may bedelivery, in form satisfactory to the Agent Agents, to the effect that the statements contained in the certificate of the Company referred to in Section 5(b) hereof which was were last furnished to the Agent Agents are true and correct at the time of such amendment, supplement, filing 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 Basic Prospectus, as amended and supplemented to such time) 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 Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 1934 Act) or when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such certificate is required by such Terms Agreement), the Company shall furnish or cause to be furnished to such Agent forthwith 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 such Agent to the effect that the statements contained in the certificate referred to in Section 5(b) hereof which were last furnished to such Agent are true and correct at the time of 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, the Basic Prospectus and any applicable Prospectus, as amended and supplemented to such time, and any applicable Disclosure Package), 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, such Basic Prospectus and any such 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)and such Disclosure Package.

Subsequent Delivery of Certificates. Each Reasonably promptly following each time that (i) the Guarantor files with the Commission 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 BofAS, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by filing of a preliminary pricing supplement, an Excluded supplement or a Pricing Supplement or by an amendment or supplement providing solely for (A) changing the inclusion payment terms of additional financial informationNotes or similar changes, or, unless the Agents shall otherwise specify, other than by an amendment or supplement (B) which relates exclusively to an offering of Securities securities other than the Notes), Notes or (iiC) there is filed with which the Commission any Report on Form 10-K, applicable Selling Agents deem immaterial) or (iii) there is filed with if requested by a Selling Agent, on the Commission any document incorporated by reference into applicable Settlement Date, each time 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 Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms this Agreement, the Company and the Guarantor shall furnish or cause to be furnished to the Selling Agents forthwith a certificate dated of each of the Company and the Guarantor, signed by the President, Treasurer, Secretary or any Vice President of the Company and by any Managing Director, Director, Senior Vice President or the Treasurer of the Guarantor or such other officer of the Guarantor duly authorized by or pursuant to the authority of the Guarantor’s board of directors and satisfactory to the Selling Agents or their counsel, as applicable, dated, with respect to clause (i) above, the date of delivery of such certificate, or with respect to clause (ii) or (iii) above, the later of (x) the date of filing with the Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form satisfactory to the Agent Selling Agents to the effect that the statements contained in the certificate of the Company certificates referred to in Section 5(bSections 6(c) hereof and (d) of this Agreement which was last furnished to the Agent Selling Agents are true and correct at the such time of such amendment, 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 Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate certificates referred to in said Section 5(bSections 6(c) and (d), modified as necessary to relate to the Registration Statement Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to the time of delivery of such certificate. In the case of certificates to be furnished If such certificate is delivered pursuant to clause (iii)) above at the request of a Selling Agent, (iv) or (v) above, such certificate shall also relate to the Company may request that applicable Disclosure Package as of the Agents waive the requirement for the certificates, which request shall not be unreasonably refused; (c)applicable Initial Sale Time.

Subsequent Delivery of Certificates. Each time that Except as otherwise provided in Section 3(l) hereof, each time: (i) the Company accepts a Terms Agreement requiring such updating provisions; (ii) the Company files with the Commission an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q that is incorporated by reference into the Prospectus; or (iii) if required by the Purchasing Agent after the Registration Statement Statement, any General Disclosure Package or the Prospectus shall be has been amended or supplemented (other than by a pricing supplement, an Excluded Supplement or by an amendment or supplement providing solely for the inclusion interest rates, maturity dates or other terms of additional financial information, or, unless the Agents shall otherwise specify, other than by Notes or similar changes or an amendment or supplement which relates exclusively to an offering of Securities securities other than the Notes), (ii) 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 an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to the Agents forthwith Purchasing Agent a certificate of the Company, signed by a duly authorized officer of the Company dated the date specified in the applicable Terms Agreement or dated the date of filing with the Commission of such supplement or document, document or the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Purchasing Agent to the effect that the statements contained in the certificate of the Company referred to in Section 5(b5(e) hereof which was last furnished to the Purchasing Agent are true and correct as of the date specified in the applicable Terms Agreement or at the time of such amendmentfiling, amendment or 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 to, as applicable, the Registration Statement Statement, the applicable General Disclosure Package and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b5(e), modified as necessary to relate to the Registration Statement Statement, the applicable General Disclosure Package 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 At or promptly following the time that (i) of 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 solely for the inclusion Company’s filing of 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 other than the Notes), (ii) there is filed with the Commission any Report each quarterly report on Form 10-Q and its annual 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 an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents each Agent forthwith a certificate dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may bedelivery, in form satisfactory to the Agent Agents, to the effect that the statements contained in the certificate of the Company referred to in Section 5(b) hereof which was were last furnished to the Agent Agents are true and correct at the time of such amendment, supplement, filing 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 Basic Prospectus, as amended and supplemented to such time) 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 Basic 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), the Company shall furnish or cause to be furnished to such Agent forthwith 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 such Agent to the effect that the statements contained in the certificate referred to in Section 5(b) hereof which were last furnished to such Agent are true and correct at the time of 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, the Basic Prospectus and any applicable Prospectus, as amended and supplemented to such time, and any applicable Disclosure Package), 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, such Basic Prospectus and any such 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)and such Disclosure Package.

Subsequent Delivery of Certificates. Each time that (i) the Guarantor files with the Commission 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 Selling Agents, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by filing of a preliminary pricing supplement, an Excluded supplement or a Pricing Supplement or by an amendment or supplement providing solely for (A) changing the inclusion payment terms of additional financial informationNotes or similar changes, or, unless the Agents shall otherwise specify, other than by an amendment or supplement (B) which relates exclusively to an offering of Securities securities other than the Notes), Notes or (iiC) there is filed with which the Commission any Report on Form 10-K, applicable Selling Agents deem immaterial) or (iii) there is filed with if requested by a Selling Agent, on the Commission any document incorporated by reference into applicable Settlement Date, each time 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 Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms this Agreement, the Company and the Guarantor shall furnish or cause to be furnished to the Selling Agents forthwith a certificate of each of the Company and the Guarantor, signed by the President, Treasurer, Secretary or any Vice President of the Company and by any Senior Vice President or Treasurer of the Guarantor, as applicable, dated the later of (x) the date of filing with the Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form satisfactory to the Agent Selling Agents to the effect that the statements contained in the certificate of the Company certificates referred to in Section 5(bSections 6(c) hereof and (d) of this Agreement which was last furnished to the Agent Selling Agents are true and correct at the such time of such amendment, 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 Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate certificates referred to in said Section 5(bSections 6(c) and (d), modified as necessary to relate to the Registration Statement Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to the time of delivery of such certificate. In the case of certificates to be furnished If such certificate is delivered pursuant to clause (iii)) above at the request of a Selling Agent, (iv) or (v) above, such certificate shall also relate to the Company may request that applicable Disclosure Package as of the Agents waive the requirement for the certificates, which request shall not be unreasonably refused; (c)applicable Initial Sale Time.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by a pricing supplementPricing Supplement, an Excluded Supplement or by an amendment or supplement providing solely for the inclusion of additional financial information, orinformation and, unless the Agents an Agent shall otherwise specify, other than by an amendment or supplement which relates exclusively to an offering of Securities debt securities other than the Notes), or (ii) 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 in connection with the terms purchase of a Terms AgreementNotes from the Company by one or more Agents as principal) the Company sells Notes to an Agent pursuant to a Terms Agreementone or more Agents as principal, the Company shall furnish or cause to be furnished forthwith to the Agents forthwith (or, in the case of clause (ii), such Agent or Agents as the case may be) a certificate of the chief financial officer, the treasurer or any assistant treasurer of the Company, dated the date of filing with the Commission SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agent such Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(b) Banc One Capital Markets, Inc. Chase Securities Inc. Xxxxxxx, Xxxxx & Co. Xxxxxx Xxxxxxx & Co. Incorporated hereof which was were last furnished to the Agent such Agents are true and correct at the time of such amendment, 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 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 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 (i) a pricing supplementPricing Supplement, an Excluded Supplement or by (ii) an amendment or supplement providing solely for a change in the inclusion interest rates of additional financial information, or, unless Notes or a change in the Agents shall otherwise specify, other than by principal amount of Notes remaining to be sold or similar changes or (iii) an amendment or supplement which relates relating exclusively to an offering of Securities securities other than the Notes), (ii) or there is filed with the Commission any Report on Form 10-K, (iii) there is filed with the Commission SEC any document incorporated by reference into in 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 relating exclusively to the business affairs or prospects issuance of securities other than the CompanyNotes) or, or (vi) (if required pursuant to the terms of a Terms Agreement) , the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents forthwith a certificate dated the date of filing with the Commission SEC of such supplement 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 Agent Agents to the effect that the statements contained in the certificate of the Company referred to in Section 5(b) hereof which was that were last furnished to the Agent Agents are true and correct at the time of such amendment, 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 certificate, a certificate of the same tenor as the 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 certificate. In ; provided, however, that if the case Agents have suspended solicitation of certificates to be furnished purchases of the Notes in their capacity as agents pursuant to (iii)a request from the Company, (iv) or (v) aboveand the Agents shall not hold any Notes as principal, the Company may request that the Agents waive the requirement for the certificates, which request shall not be unreasonably refused; (c)obligated so to furnish the Agents with a certificate or certificates until such time as the Company shall determine that the solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with an Agent.

Subsequent Delivery of Certificates. Each time that Except as otherwise provided in Section 3(l) hereof, each time: (i) the Issuers accept a Terms Agreement requiring such updating provisions, or as otherwise may be requested by the Representative; (ii) the Company files with the Commission an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q that is incorporated by reference into the Prospectus; or (iii) if required by the Representative after the Registration Statement Statement, any General Disclosure Package or the Prospectus shall be has been amended or supplemented (other than by a pricing supplement, an Excluded Supplement or by an amendment or supplement providing solely for the inclusion interest rates, maturity dates or other terms of additional financial information, or, unless the Agents shall otherwise specify, other than by Notes or similar changes or an amendment or supplement which relates exclusively to an offering of Securities securities other than the Notes), (ii) 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 an Agent pursuant to a Terms Agreement, the Company Issuers shall furnish or cause to be furnished forthwith to the Agents forthwith Agent a certificate of the Issuers, signed by duly authorized officers of the Issuers dated the date specified in the applicable Terms Agreement, or the date requested by the Representative, or dated the date of filing with the Commission of such supplement or document, document or the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agent Representative to the effect that the statements contained in the certificate of the Company referred to in Section 5(b5(e) hereof which was last furnished to the Agent are true and correct as of the date specified in the applicable Terms Agreement or at the time of such amendmentfiling, amendment or 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 to, as applicable, the Registration Statement Statement, the applicable General Disclosure Package and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b5(e), modified as necessary to relate to the Registration Statement Statement, the applicable General Disclosure Package 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).