Common use of Subsequent Delivery of Comfort Letters Clause in Contracts

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, (2) there is filed with the Commission any document incorporated by reference into the Prospectus which contains additional financial information or (3) if required pursuant to the terms of a Terms Agreement, upon the Company’s sale of Notes to one or more Agents pursuant to such Terms Agreement, the Company shall cause PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, forthwith to furnish the Agents with a letter, 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 Agents, of substantially the same tenor as the letter referred to in Section 5(c) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the Agents, such letter should cover such other information.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees Each time (i) the Corporation files with the Agents thatSEC any Annual Report on Form 10-K; (ii) if required by the Agents, subject to the provisions of Section 4(mCorporation files with the SEC any Quarterly Report on Form 10-Q or (iii) hereofif required by the Agents, each time that (1) the Registration Statement or the Prospectus shall be has been amended or supplemented to include additional financial information, (2) there is filed with the Commission any document information required to be set forth or incorporated by reference into the Prospectus which contains additional financial information or (3) if required pursuant to under the terms of a Terms Agreement, upon Item 11 of Form S-3 under the Company’s sale of Notes to one or more Agents pursuant to such Terms Agreement1933 Act, the Company Corporation shall cause PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, forthwith to furnish the Agents with a letter, dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, supplement or document filed with the date of such saleSEC, as the case may be, in form reasonably satisfactory to the Agents, of substantially the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(c4(d) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of said Section 4(d) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the CompanyCorporation; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless supplement. If any other information included therein is of an accounting, financial or statistical nature nature, the Agents may request procedures be performed with respect to such other information. If PricewaterhouseCoopers is of such a nature that, in willing to perform and report on the reasonable judgment of the Agentsrequested procedures, such letter should cover such other information. Any letter required to be provided by PricewaterhouseCoopers hereunder shall be provided within 10 business days of the filing of the Annual Report on Form 10-K or with respect to any letter required by the Agents pursuant to subparagraph (ii) or (iii) hereof, the request by the Agents.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each Each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, (2) information or there is filed with the Commission any document incorporated by reference into the Prospectus which contains additional financial statement information relating to the Company or (3) if required the Company sells Notes pursuant to the terms of a Terms Agreement, upon the terms of which so require, the Company shall use its best efforts to cause the Company’s sale of Notes to one 's independent public accountants promptly following such amendment, supplement or more Agents pursuant filing or on the Settlement Date with respect to such Terms Agreement, as the Company shall cause PricewaterhouseCoopers LLPcase may be, or other independent certified public accountants reasonably satisfactory to the Agents, forthwith to furnish the Agents with or to the Agent party to the Terms Agreement, as the case may be, a letter, dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, supplement or document with the date of Commission, or such saleSettlement Date, as the case may be, in form reasonably satisfactory to counsel for the AgentsAgents (or such Agent), of substantially the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(c5(e) hereof but modified modified, as necessary, to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clause (iii) (other than the information required by clause (B) thereof, except in the case of a Terms Agreement, the terms of which so require) and clause (iv) of said Section 5(e) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; providedPROVIDED, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, howeverHOWEVER, that if the Registration Statement or the Prospectus is amended or supplemented solely primarily to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other the Company's independent certified public accountants reasonably satisfactory to the Agents, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the Agents, such letter should cover such other informationsupplement.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each Each time that (1i) there is filed with the SEC any Annual Report on Form 10-K, (ii) if required by the Agents, there is filed with the SEC any Quarterly Report on Form 10-Q or (iii) if required by the Agents, the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, information (2) there other than an amendment or supplement resulting from the filing of a Current Report on Form 8-K that is filed with the Commission any document incorporated by reference into the Prospectus which contains additional financial information or (3) if required pursuant to the terms of a Terms Agreement, upon the Company’s sale of Notes to one or more Agents pursuant to such Terms Agreementtherein), the Company Corporation shall cause PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, Price Waterhouse forthwith to furnish the Agents with a letter, dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, supplement or document filed with the date of such saleSEC, as the case may be, in form reasonably satisfactory to the Agents, of substantially the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(c) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of said Section 5(c) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the CompanyCorporation; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, Price Waterhouse may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless supplement. If any other information included therein is of an accounting, financial or statistical nature nature, the Agents may request procedures be performed with respect to such other information. If Price Waterhouse is of such a nature that, in willing to perform and report on the reasonable judgment of the Agentsrequested procedures, such letter should cover such other information. Any letter required to be provided by Price Waterhouse hereunder shall be provided within five business days of the filing of the Annual Report on Form 10-K or, with respect to any letter required by the Agents pursuant to subparagraph (ii) or (iii) hereof, the request by the Agents.

Subsequent Delivery of Comfort Letters. The Reasonably promptly following each time (i) the Company covenants and agrees files with the Agents thatCommission any Annual Report on Form 10-K, subject to (ii) if required by BofAS, the provisions of Section 4(mCompany files with the Commission any Quarterly Report on Form 10-Q, (iii) hereofif required by BofAS, each time that (1) the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented to include additional financial information, (2) there is filed with the Commission any document information required to be set forth or incorporated by reference into the Prospectus which contains additional financial information or (3) if required pursuant to under the terms of Item 11 of Form S-3 under the Securities Act or (iv) if requested by a Terms AgreementSelling Agent, upon on the Company’s sale of applicable Settlement Date, each time the Selling Agent purchases Notes to one or more Agents as principal pursuant to such Terms Section 1(c) of this Agreement, the Company shall cause PricewaterhouseCoopers LLP, or other the Company’s independent certified public accountants reasonably satisfactory to the Agents, auditor forthwith to furnish the Selling Agents a letter (which may refer to letters previously delivered to the Selling Agents), dated, with a respect to clause (i) or (ii) above, the date of delivery of such letter, dated or, with respect to clause (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 reasonably satisfactory to the Selling Agents, of substantially the same tenor as the portions of the letter referred to set forth in clauses (i) and (ii) of Section 5(c4(d) hereof of this Agreement but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter set forth in clause (iii) of said Section 4(d) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless . If any other information included therein or in the applicable Disclosure Package is of an accounting, financial or statistical nature nature, the Selling Agents may request procedures be performed with respect to such other information. If the Company’s independent auditor is of such a nature that, in willing to perform and report on the reasonable judgment of the Agentsrequested procedures, such letter should cover such other information. Any letter required to be provided by the Company’s independent auditor hereunder shall be provided as soon as reasonably practicable after the filing of the Annual Report on Form 10-K or with respect to any letter required by the Selling Agents pursuant to subparagraph (ii) or (iii) hereof, at the request by the Selling Agents.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject Subject to the provisions of -------------------------------------- Section 4(m4(l) hereof, each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, (2) information or there is filed with the Commission any document incorporated by reference into the Prospectus which contains additional financial information or (3) if required pursuant to the terms of a Terms Agreement, upon ) the Company’s sale of Company sells Notes to one or more Agents such Agent pursuant to such a Terms Agreement, the Company shall cause PricewaterhouseCoopers LLP, Xxxxxx Xxxxxxxx LLP or other independent certified public accountants reasonably satisfactory to the Agentssuch Agent, forthwith to furnish the Agents such Agent with a letter, 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 Agentssuch Agent, of substantially the same tenor as the letter referred to in Section 5(c) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, letter and with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, Xxxxxx Xxxxxxxx LLP or other independent certified public accountants reasonably satisfactory to the Agentssuch Agent, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the Agentssuch Agent, such letter should cover such other information.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each Each time that (1i) the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, (2ii) there is filed with the Commission SEC any document incorporated by reference into the Prospectus which that contains additional financial information (other than any Current Report on Form 8-K relating to quarterly or annual earnings) or (3iii) (if required pursuant to the terms of a Terms Agreement, upon ) the Company’s sale of Company sells Notes to one or more Agents pursuant to such a Terms Agreement, the Company shall cause PricewaterhouseCoopers LLP, or KPMG Peat Marwick LLP (as well as any other independent certified public accountants reasonably satisfactory accountant referred to in Section 5(c) for so long as their consent to the Agents, inclusion of their report on the related financial statements is required) forthwith to furnish the Agents with a letter, dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, supplement or document with the SEC or the date of such sale, as the case may be, in form reasonably satisfactory to the Agents, of substantially the same tenor as the portions of its letter referred to in Section 5(c5(c)(i) and (ii) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of its letter referred to in Section 5(c)(iii) and (iv) hereof with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; providedPROVIDED, howeverHOWEVER, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-Kthat, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or KPMG Peat Marwick LLP (as well as any other independent certified public accountants reasonably satisfactory accountant referred to in Section 5(c) for so long as their consent to the Agents, inclusion of their report on the related financial statements is required) may limit the scope of such its letter to the unaudited financial statements included in such amendment or supplement supplement, unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the Agents, such letter should cover such other information; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a letter or letters 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 Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each Each time that (1i) the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial informationinformation with respect to the Company, (2ii) there is filed the Company files with the Commission any Report on Form 10-K, (iii) the Company files with the Commission any document incorporated by reference into to the Prospectus which contains additional financial information (other than any Current Report on Form 8-K), (iv) the Company files with the Commission any Current Report on Form 8-K (containing additional information) which contains information that is reasonably deemed to be materially adverse to the business affairs or prospects of the Company, or (3v) (if required pursuant to the terms of a Terms Agreement, upon ) the Company’s sale of Company sells Notes to one or more Agents an Agent pursuant to such a Terms Agreement, the Company shall cause PricewaterhouseCoopers LLP, KPMG Peat Marwick LLP or other independent certified public accountants reasonably satisfactory to the Agents, its successors forthwith to furnish the Agents with a letter, dated the date of filing with the Commission of such amendment, 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 Agents, of substantially the same tenor as the portions of the letter referred delivered pursuant to in Section 5(c) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include the financial information as of and for a fiscal quarteran interim period, PricewaterhouseCoopers LLP, KPMG Peat Marwick LLP or other independent certified public accountants reasonably satisfactory to the Agents, its successors may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the Agents, such letter should cover such other information, and provided, further, that the delivery of such letter by KPMG Peat Marwick LLP (or its successors) shall be conditioned upon the receipt by KPMG Peat Marwick LLP (or its successors) of: (i) an opinion of counsel for the Agents, in form and substance reasonably satisfactory to KPMG Peat Marwick LLP (or such successor) addressing whether the Agents can avail themselves of the due diligence defense under the 1933 Act; or (ii) a representation letter from the Agents addressed to KPMG Peat Marwick LLP in the form set forth as Exhibit C hereto. In the case of letters to be furnished pursuant to (iii) or (iv) above, the Company may request that the Agents waive the requirement for the letters, which request shall not be unreasonably refused.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each Each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, (2) information or there is filed with the Commission SEC any document incorporated by reference into the Prospectus which contains additional financial information (other than a Current Report on Form 8-K filed solely for the purpose of incorporating a press release relating to the Company's interim or annual financial statements or results of operations or filed in connection with the issuance of preferred stock by the Company or its subsidiaries pursuant to the Registration Statement) or (3) if required pursuant to the terms of a Terms Agreement, upon ) the Company’s sale of Company sells Notes to one or more Agents an Agent pursuant to such a Terms Agreement, the Company shall cause PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, Price Waterhouse LLP forthwith to furnish the Agents (or, in the case of a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) with a letter, dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, supplement or document with the SEC, or the date of such sale, as the case may be, in form reasonably satisfactory to the AgentsAgents or such Agent, as the case may be, of substantially the same tenor as the portions of the letter referred to in Section 5(c) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, Price Waterhouse LLP may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the AgentsAgents or such Agent, as the case may be, such letter should cover such other information.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each Each time that (1i) there is filed with the SEC any Annual Report on Form 10-K, (ii) if required by the Agents, there is filed with the SEC any Quarterly Report on Form 10-Q or (iii) if required by the Agents, the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, (2) there is filed with the Commission any document information required to be set forth or incorporated by reference into the Prospectus which contains additional financial information or (3) if required pursuant to under the terms of a Terms Agreement, upon Item 11 of Form S-3 under the Company’s sale of Notes to one or more Agents pursuant to such Terms Agreement1933 Act, the Company Corporation shall cause PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, forthwith to furnish the Agents with a letter, dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, supplement or document filed with the date of such saleSEC, as the case may be, in form reasonably satisfactory to the Agents, of substantially the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(c4(c) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of said Section 4(c) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the CompanyCorporation; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless supplement. If any other information included therein is of an accounting, financial or statistical nature nature, the Agents may request procedures be performed with respect to such other information. If PricewaterhouseCoopers is of such a nature that, in willing to perform and report on the reasonable judgment of the Agentsrequested procedures, such letter should cover such other information. Any letter required to be provided by PricewaterhouseCoopers hereunder shall be provided within 10 business days of the filing of the Annual Report on Form 10-K or, with respect to any letter required by the Agents pursuant to subparagraph (ii) or (iii) hereof, the request by the Agents.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, (2) information or there is filed with the Commission any document incorporated by reference into the Prospectus which contains additional financial information or (3) if required pursuant to the terms of a Terms Agreement, upon ) the Company’s sale of Company sells Notes to one or more Agents pursuant to such a Terms Agreement, the Company shall cause PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, forthwith to furnish the Agents with a letter, 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 Agents, of substantially the same tenor as the letter referred to in Section 5(c) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the Agents, such letter should cover such other information.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees Each time: (i) the Guarantor files with the Agents that, subject to the provisions of Section 4(mSEC an Annual Report on Form 20-F or any Report on Form 6-K containing annual or interim financial information; or (ii) hereof, each time that (1) after the Registration Statement or the Prospectus shall be has been amended or supplemented to include additional financial information, (2) there is filed with the Commission any document information required to be set forth or incorporated by reference into the Prospectus which contains additional financial information or (3) if under the terms of Item 5 of Form F-3 under the Securities Act, in each case to the extent required pursuant to the terms of a Terms Agreement, upon the Company’s sale of Notes to one or more Agents pursuant to such applicable Terms Agreement, the Company and the Guarantor shall cause PricewaterhouseCoopers LLP, or other the Guarantor’s independent certified public accountants reasonably satisfactory to the Agents, auditors forthwith to furnish the Agents with a letterletter (which may refer to letters previously delivered to the Agents), dated the date of filing with specified in the Commission of such supplement applicable Terms Agreement or document, dated the date of effectiveness of such amendment, supplement or document filed with the date of such saleSEC, as the case may be, in form reasonably satisfactory to the Agents, of substantially the same tenor as the letter referred to in Section 5(cII(e) hereof but modified to relate to the Registration Statement Statement, the Disclosure Package and Prospectus, as amended and supplemented to the date of such letter, and with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Guarantor or the Company; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement Statement, the Disclosure Package or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other the Guarantor’s independent certified public accountants reasonably satisfactory to the Agents, auditors may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless supplement. If any other information included therein is of an accounting, financial or statistical nature is of nature, the Agents may request procedures be performed with respect to such a nature that, in other information. If the reasonable judgment of Guarantor’s independent auditors are willing to perform and report on the Agentsrequested procedures, such letter should cover such other information. Any letter required to be provided by the Guarantor’s independent auditors pursuant to this Section VII(d) shall be provided within a reasonable time of the request or on the date specified in an applicable Terms Agreement.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each Each time that (1i) the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, (2ii) 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 to the Prospectus which contains additional financial information (other than any Current Report on Form 8-K), (iv) there is filed with the Commission any Current Report on Form 8-K (containing additional information) which contains information that is reasonably deemed to be materially adverse to the business affairs or prospects of the Company, or (3v) (if required pursuant to the terms of a Terms Agreement, upon ) the Company’s sale of Company sells Notes to one or more Agents an Agent pursuant to such a Terms Agreement, the Company shall cause PricewaterhouseCoopers LLP, KPMG Peat Marwick LLP or other independent certified public accountants reasonably satisfactory to the Agents, its successors forthwith to furnish the Agents with a letter, dated the date of filing with the Commission of such amendment, 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 Agents, of substantially the same tenor as the portions of the letter referred delivered pursuant to in Section 5(c) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include the financial information as of and for a fiscal quarteran interim period, PricewaterhouseCoopers LLP, KPMG Peat Marwick LLP or other independent certified public accountants reasonably satisfactory to the Agents, its successors may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the Agents, such letter should cover such other information, and provided, further, that the delivery of such letter by KPMG Peat Marwick LLP (or its successors) shall be conditioned upon the receipt by KPMG Peat Marwick LLP (or its successors) of: (i) an opinion of counsel for the Agents, in form and substance reasonably satisfactory to KPMG Peat Marwick LLP (or such successor) addressing whether the Agents can avail themselves of the due diligence defense under the 1933 Act; or (ii) a representation letter from the Agents addressed to KPMG Peat Marwick LLP in the form set forth as Exhibit C hereto. In the case of letters to be furnished pursuant to (iii) or (iv) above, the Company may request that the Agents waive the requirement for the letters, which request shall not be unreasonably refused.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each Each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, (2) information or there is filed with the Commission SEC any document incorporated by reference into in the Prospectus which that contains additional financial information or (3) or, if required pursuant to so indicated in the terms of a applicable Terms Agreement, upon the Company’s sale of Company sells Notes to one or more Agents an Agent pursuant to such a Terms Agreement, the Company shall cause PricewaterhouseCoopers LLP, or other the Company's independent certified public accountants reasonably satisfactory to the Agents, forthwith to furnish the Agents with a letter, dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, supplement or document with the SEC, or the date of such sale, as the case may be, in form reasonably satisfactory to the Agents, of substantially the same tenor as the portions of the letter referred to in Section 5(cclauses (i) hereof and (ii) of Xxxxx XX hereto but modified to relate to the Registration Statement and Prospectus, the Prospectus as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of Xxxxx XX hereto with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other the Company's independent certified public accountants reasonably satisfactory to the Agents, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the Agents, such letter should cover such other information; provided further, however, that if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and the Agents shall not hold any Notes as principal, the Company shall not be obligated so to furnish the Agents with a letter or letters 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 Agents in which such letter or letters are required.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees Each time (i) the Corporation files with the Agents thatSEC any Annual Report on Form 10-K; (ii) if required by the Agents, subject to the provisions of Section 4(mCorporation files with the SEC any Quarterly Report on Form 10-Q, (iii) hereofif required by the Agents, each time that (1) the Registration Statement or the Prospectus shall be has been amended or supplemented to include additional financial information, (2) there is filed with the Commission any document information required to be set forth or incorporated by reference into the Prospectus which contains additional financial information or (3) if required pursuant to under the terms of Item 11 of Form S-3 under the 1933 Act or (iv) if requested by an Agent, as soon as practicable in advance of a Terms Agreementpricing of Notes, upon each time the Company’s sale of Agent purchases Notes to one or more Agents as principal pursuant to such Terms AgreementSection 1(d), the Company Corporation shall cause PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, forthwith to furnish the Agents with a letter, dated the later of (x) the date of filing with the Commission SEC 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 reasonably satisfactory to the Agents, of substantially the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(c4(d) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clause (iii) of said Section 4(d) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the CompanyCorporation; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless supplement. If any other information included therein is of an accounting, financial or statistical nature nature, the Agents may request procedures be performed with respect to such other information. If PricewaterhouseCoopers is of such a nature that, in willing to perform and report on the reasonable judgment of the Agentsrequested procedures, such letter should cover such other information. Any letter required to be provided by PricewaterhouseCoopers hereunder shall be provided within 10 business days of the filing of the Annual Report on Form 10-K or with respect to any letter required by the Agents pursuant to subparagraph (ii) or (iii) hereof, the request by the Agents.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each Each time that (1i) there is filed with the SEC any Annual Report on Form 10-K, (ii) if required by the Agents, there is filed with the SEC any Quarterly Report on Form 10-Q or (iii) if required by the Agents, the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, (2) there is filed with the Commission any document information required to be set forth or incorporated by reference into the Prospectus which contains additional financial information or (3) if required pursuant to under the terms of Item 11 of a Terms Agreement, upon registration statement on Form S-3 under the Company’s sale of Notes to one or more Agents pursuant to such Terms Agreement1933 Act, the Company Corporation shall cause PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, forthwith to furnish the Agents with a letter, dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, supplement or document filed with the date of such saleSEC, as the case may be, in form reasonably satisfactory to the Agents, of substantially the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(c4(c) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of said Section 4(c) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the CompanyCorporation; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless supplement. If any other information included therein is of an accounting, financial or statistical nature nature, the Agents may request procedures be performed with respect to such other information. If PricewaterhouseCoopers is of such a nature that, in willing to perform and report on the reasonable judgment of the Agentsrequested procedures, such letter should cover such other information. Any letter required to be provided by PricewaterhouseCoopers hereunder shall be provided within 10 business days of the filing of the Annual Report on Form 10-K or, with respect to any letter required by the Agents pursuant to subparagraph (ii) or (iii) hereof, the request by the Agents.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each Each time that (1i) the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial informationinformation (other than by an amendment or supplement relating solely to the issuance and/or offering of securities other than the Notes), (2) there is filed with including an amendment effected by the Commission any filing of a document incorporated by reference into the Registration Statement or Prospectus which contains additional financial other than (A) the filing of a current report on Form 8-K containing only information responsive to item 5 thereof (and including any exhibits listed under item 7 thereto relating to information provided pursuant to such item 5 and any such exhibit attached to such report) or (3B) if required the proxy materials of the Company (except for proxy materials pursuant to which the terms Company makes disclosures pursuant to item 11, 12, 13, 14, 15 or 16 of a Terms AgreementSchedule 14A), upon or (ii) the Company’s sale of Company sells Notes to one or more Agents pursuant to such Terms Agreementas principal, the Company shall cause PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, Ernst & Young LLP forthwith to furnish to the Agents with Agent(s) a letter, 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 AgentsAgent(s), of substantially the same tenor as the letter referred to in Section 5(c5(d) hereof but modified to relate to the Registration Statement and Prospectus, Prospectus as amended and supplemented to the date of such letter, and with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, with respect that in the case of an amendment or supplement referred to a letter furnished in connection with clause (i) above, if the incorporation by reference into Company shall in good faith determine that it does not intend to be in the Prospectus market during the three months after the date of a Quarterly Report on 10-Q filing of any such amendment or an Annual Report on Form 10-Ksupplement, the letter Company may deliver to the Agents a notice, which shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory delivery thereof to the Agents, may limit to such effect, in which event the scope obligation of such letter the Company pursuant to the unaudited financial statements included in clause (i) above with respect to such amendment or supplement unless any other information included therein shall be deemed suspended until the earlier of an accounting(x) such time as the Company so notifies the Agents that it wishes to re-enter the market and (y) the next such amendment or supplement of the Prospectus or Registration Statement (provided that this clause (y) shall not prevent the Company from continuing to suspend its obligations under clause (i) above, financial or statistical nature is in accordance with the procedures provided in this Section 7(d), at the time of such a nature that, in the reasonable judgment of the Agents, such letter should cover such other informationamendment or supplement).

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each Each time that (1i) there is filed with the SEC any Annual Report on Form 10-K, (ii) if required by the Agents, there is filed with the SEC any Quarterly Report on Form 10-Q or (iii) if required by the Agents, the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, information (2) there other than an amendment or supplement resulting from the filing of a Current Report on Form 8-K that is filed with the Commission any document incorporated by reference into the Prospectus which contains additional financial information or (3) if required pursuant to the terms of a Terms Agreement, upon the Company’s sale of Notes to one or more Agents pursuant to such Terms Agreementtherein), the Company Corporation shall cause PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, Price Waterhouse forthwith to furnish the Agents with a letter, dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, supplement or document filed with the date of such saleSEC, as the case may be, in form reasonably satisfactory to the Agents, of substantially the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(c4(c) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of said Section 4(c) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the CompanyCorporation; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, Price Waterhouse may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless supplement. If any other information included therein is of an accounting, financial or statistical nature nature, the Agents may request procedures be performed with respect to such other information. If Price Waterhouse is of such a nature that, in willing to perform and report on the reasonable judgment of the Agentsrequested procedures, such letter should cover such other information. Any letter required to be provided by Price Waterhouse hereunder shall be provided within five business days of the filing of the Annual Report on Form 10-K or, with respect to any letter required by the Agents pursuant to subparagraph (ii) or (iii) hereof, the request by the Agents.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each Each time that (1i) the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, (2ii) there is filed with the Commission SEC any document incorporated by reference into the Prospectus which contains additional financial information (other than any current Report on Form 8-K or Quarterly Report on Form 10-Q, unless an Agent shall otherwise specify) or (3iii) (if required pursuant to in connection with the terms purchase of a Terms Agreement, upon Notes from the Company’s sale of Company by one or more Agents as principal) the Company sells Notes to one or more Agents pursuant to such Terms Agreementas principal, the Company shall cause PricewaterhouseCoopers LLP, or other independent certified its outside public accountants reasonably satisfactory to the Agents, forthwith to furnish the Agents with (or in the case of clause (iii), such Agent or Agents as Banc One Capital Markets, Inc. Chase Securities Inc. Xxxxxxx, Xxxxx & Co. Xxxxxx Xxxxxxx & Co. Incorporated the case may be) a letter, 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 reasonably satisfactory to the such Agents, of substantially the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(c) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clause (iii) of said Section 5(c) and, as to audited financial statements only, clause (iv) of said Section 5(c), in each case with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include (or incorporate by reference) financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other independent certified such outside public accountants reasonably satisfactory to the Agents, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement (or so incorporated) unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the such Agents, such letter should cover such other information.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Except as otherwise provided in Section 4(mIII(o) hereof, each time 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 (1iii) if required by the Agents after the Registration Statement or the Prospectus shall be has been amended or supplemented to include additional financial information, (2) there is filed with the Commission any document information required to be set forth or incorporated by reference into the Prospectus which contains additional financial information or (3) if required pursuant to under the terms of a Terms Agreement, upon Item 11 of Form S-3 under the Company’s sale of Notes to one or more Agents pursuant to such Terms AgreementSecurities Act, the Company shall cause PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, forthwith to furnish the Agents with a letterletter (which may refer to letters previously delivered to the Agents), dated the date of filing with specified in the Commission of such supplement applicable Terms Agreement or document, dated the date of effectiveness of such amendment, supplement or document filed with the date of such saleSEC, as the case may be, in form reasonably satisfactory to the Agents, of substantially the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(cII(e) hereof but modified to relate to to, as applicable, the Registration Statement Statement, the applicable Disclosure Package and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of Section II(e) hereof with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement Statement, the applicable Disclosure Package or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless supplement. If any other information included therein is of an accounting, financial or statistical nature nature, the Agents may request procedures be performed with respect to such other information. If PricewaterhouseCoopers is of such a nature that, in willing to perform and report on the reasonable judgment of the Agentsrequested procedures, such letter should cover such other information. Any letter required to be provided by PricewaterhouseCoopers hereunder shall be provided as soon as reasonably practicable after the filing of the Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, within a reasonable time of a request made pursuant to subparagraph (iii) hereof or on the date specified in an applicable Terms Agreement.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each Each time that any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the 1934 Act is incorporated by reference into the Final Prospectus, or (1) unless waived by the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, (2Lead Agent) there is filed with the Commission any document incorporated by reference into (other than any Current Report on Form 8-K filed for the Prospectus purpose of filing quarterly unaudited consolidated statements of income) which contains additional financial information or (3unless waived by the Lead Agent with respect to a particular Terms Agreement) if required the Company sells Notes to the Lead Agent pursuant to the terms of a Terms Agreement, upon the Company’s sale of Notes to one or more Agents pursuant to such Terms Agreement, the Company shall cause PricewaterhouseCoopers Deloitte & Touche LLP, the Company’s independent public accountants, or other independent certified public accountants reasonably satisfactory to retained by the AgentsCompany, forthwith to furnish to the Agents with Lead Agent, on behalf of the Agents, a letter, dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, supplement or document with the Commission, or the date of such sale, as the case may be, in form reasonably satisfactory to the AgentsLead Agent, of substantially the same tenor as Sections 1 and 2 of the letter referred to in Section 5(c) Schedule III hereof but modified to relate to the Registration Statement and Final Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the remaining sections of the letter referred to in Schedule III with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Final Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers Deloitte & Touche LLP, or such other independent certified public accountants reasonably satisfactory to retained by the AgentsCompany, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the AgentsLead Agent, such letter should cover such other information.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each Each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, information or (2) there is filed with the Commission SEC any document incorporated by reference into the Prospectus which contains additional financial information or (3) (if required pursuant to the terms of a Terms Agreement, upon ) the Company’s sale of Company sells Notes to one or more Agents an Agent pursuant to such a Terms Agreement, the Company shall cause PricewaterhouseCoopers Deloitte & Touche LLP, or other independent certified public accountants reasonably satisfactory to the Agentstheir successors, forthwith to furnish the Agents with a letter, dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, supplement or document with the SEC, or the date of such sale, as the case may be, in form reasonably satisfactory to the Agents, of substantially the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(c) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of said Section 5(c) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; providedPROVIDED, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, howeverHOWEVER, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers Deloitte & Touche LLP, or other independent certified public accountants reasonably satisfactory to the Agentstheir successors, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the Agents, such letter should cover such other information. For purposes of this Section 7(d), the filing of a Current Report on Form 8-K for the exclusive purpose of presenting interim periodic financial information pursuant to Section 4(e) will not, in and of itself, give rise to an obligation to deliver a letter from Deloitte & Touche LLP or their successors pursuant to this Section 7(d).

Subsequent Delivery of Comfort Letters. The Each time (i) the Company covenants and agrees files with the Agents thatCommission any Annual Report on Form 10-K, subject to (ii) if required by the provisions of Section 4(mSelling Agents, the Company files with the Commission any Quarterly Report on Form 10-Q, (iii) hereofif required by the Selling Agents, each time that (1) the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented to include additional financial information, (2) there is filed with the Commission any document information required to be set forth or incorporated by reference into the Prospectus which contains additional financial information or (3) if required pursuant to under the terms of Item 11 of Form S-3 under the Securities Act or (iv) if requested by a Terms AgreementSelling Agent, upon on the Company’s sale of applicable Settlement Date, each time the Selling Agent purchases Notes to one or more Agents as principal pursuant to such Terms Section 1(d) of this Agreement, the Company shall cause PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, forthwith to furnish the Selling Agents with a letterletter (which may refer to letters previously delivered to the Selling Agents), 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 reasonably satisfactory to the Selling Agents, of substantially the same tenor as the portions of the letter referred to set forth in clauses (i) and (ii) of Section 5(c4(d) hereof of this Agreement but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter set forth in clause (iii) of said Section 4(d) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless . If any other information included therein or in the applicable Disclosure Package is of an accounting, financial or statistical nature nature, the Selling Agents may request procedures be performed with respect to such other information. If PricewaterhouseCoopers is of such a nature that, in willing to perform and report on the reasonable judgment of the Agentsrequested procedures, such letter should cover such other information. Any letter required to be provided by PricewaterhouseCoopers hereunder shall be provided as soon as reasonably practicable after the filing of the Annual Report on Form 10-K or with respect to any letter required by the Selling Agents pursuant to subparagraph (ii) or (iii) hereof, at the request by the Selling Agents.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each Each time that (1) the Registration Statement Statement, the General Disclosure Package or the Prospectus shall be amended or supplemented to include additional financial information, (2) information or there is filed with the Commission SEC any document incorporated by reference into the Registration Statement, the General Disclosure Package and the Prospectus which contains additional financial information or (32) (if required pursuant so agreed by the Company and the Purchasing Agent in connection with the purchase of Notes from the Company by the Purchasing Agent as principal) the Company sells Notes to the terms of a Terms Agreement, upon the Company’s sale of Notes to one or more Agents pursuant to such Terms AgreementPurchasing Agent as principal, the Company shall cause PricewaterhouseCoopers Deloitte & Touche LLP, or other independent certified public accountants reasonably satisfactory to the Agentstheir successors, forthwith to furnish the Agents with Purchasing Agent a letter, dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, supplement or document with the SEC, or the date of such sale, as the case may be, in form reasonably and substance satisfactory to the AgentsPurchasing Agent, of substantially the same tenor as the portions of the letter referred to in Section 5(cparagraphs (i) hereof and (ii) set forth in Exhibit C hereto but modified to relate to the Registration Statement Statement, the General Disclosure Package and the Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in paragraphs (iii) and (iv) set forth in Exhibit C hereto with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement Statement, the General Disclosure Package or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers Deloitte & Touche LLP, or other independent certified public accountants reasonably satisfactory to the Agentstheir successors, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the AgentsPurchasing Agent, such letter should cover such other information. For purposes of this Section 7(d), the filing of a Current Report on Form 8-K for the exclusive purpose of presenting interim periodic financial information pursuant to Section 4(e) hereof will not, in and of itself, give rise to an obligation to deliver a letter from Deloitte & Touche LLP or their successors pursuant to this Section 7(d).

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, (2) there is filed with the Commission any document incorporated by reference into the Prospectus which contains additional financial information or (3) (if required pursuant to the terms of a Terms Agreement, upon ) the Company’s sale of Company sells Notes to one or more Agents pursuant to such a Terms Agreement, the Company shall cause PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, forthwith to furnish the Agents with a letter, 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 Agents, of substantially the same tenor as the letter referred to in Section 5(c) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the Agents, such letter should cover such other information.

Subsequent Delivery of Comfort Letters. The Each time (i) the Company covenants and agrees files with the Agents thatCommission any Annual Report on Form 10-K, subject to (ii) if required by the provisions of Section 4(mSelling Agents, the Company files with the Commission any Quarterly Report on Form 10-Q, (iii) hereofif required by the Selling Agents, each time that (1) the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented to include additional financial information, (2) there is filed with the Commission any document information required to be set forth or incorporated by reference into the Prospectus which contains additional financial information or (3) if required pursuant to under the terms of Item 12 of Form S-3 under the Securities Act or (iv) if requested by a Terms AgreementSelling Agent, upon on the Company’s sale of applicable Settlement Date, each time the Selling Agent purchases Notes to one or more Agents as principal pursuant to such Terms Section 1(d) of this Agreement, the Company shall cause PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, forthwith to furnish the Selling Agents with a letterletter (which may refer to letters previously delivered to the Selling Agents), 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 reasonably satisfactory to the Selling Agents, of substantially the same tenor as the portions of the letter referred to set forth in clauses (i) and (ii) of Section 5(c4(d) hereof of this Agreement but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter set forth in clause (iii) of said Section 4(d) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless . If any other information included therein or in the applicable Disclosure Package is of an accounting, financial or statistical nature nature, the Selling Agents may request procedures be performed with respect to such other information. If PricewaterhouseCoopers is of such a nature that, in willing to perform and report on the reasonable judgment of the Agentsrequested procedures, such letter should cover such other information. Any letter required to be provided by PricewaterhouseCoopers hereunder shall be provided as soon as reasonably practicable after the filing of the Annual Report on Form 10-K or with respect to any letter required by the Selling Agents pursuant to subparagraph (ii) or (iii) hereof, at the request by the Selling Agents.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees Each time (i) the Guarantor files with the Agents thatCommission any Annual Report on Form 10-K, subject to (ii) if required by the provisions of Section 4(mSelling Agents, the Guarantor files with the Commission any Quarterly Report on Form 10-Q, (iii) hereofif required by the Selling Agents, each time that (1) the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented to include additional financial information, (2) there is filed with the Commission any document information required to be set forth or incorporated by reference into the Prospectus which contains additional financial information or (3) if required pursuant to under the terms of Item 11 of Form S-3 under the Securities Act or (iv) if requested by a Terms AgreementSelling Agent, upon on the Company’s sale of applicable Settlement Date, each time the Selling Agent purchases Notes to one or more Agents as principal pursuant to such Terms Section 1(c) of this Agreement, the Company Guarantor shall cause PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, forthwith to furnish the Selling Agents with a letterletter (which may refer to letters previously delivered to the Selling Agents), 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 reasonably satisfactory to the Selling Agents, of substantially the same tenor as the portions of the letter referred to set forth in clauses (i) and (ii) of Section 5(c6(e) hereof of this Agreement but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter set forth in clause (iii) of said Section 6(e) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless Guarantor. If any other information included therein or in the applicable Disclosure Package is of an accounting, financial or statistical nature nature, the Selling Agents may request procedures be performed with respect to such other information. If PricewaterhouseCoopers is of such a nature that, in willing to perform and report on the reasonable judgment of the Agentsrequested procedures, such letter should cover such other information. Any letter required to be provided by PricewaterhouseCoopers hereunder shall be provided as soon as reasonably practicable after the filing of the Annual Report on Form 10-K or with respect to any letter required by the Selling Agents pursuant to subparagraph (ii) or (iii) hereof, at the request by the Selling Agents.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Except as otherwise provided in Section 4(mIII(o) hereof, reasonably promptly following each time 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 (1iii) if required by the Agents after the Registration Statement or the Prospectus shall be has been amended or supplemented to include additional financial information, (2) there is filed with the Commission any document information required to be set forth or incorporated by reference into the Prospectus which contains additional financial information or (3) if required pursuant to under the terms of a Terms Agreement, upon Item 11 of Form S-3 under the Company’s sale of Notes to one or more Agents pursuant to such Terms AgreementSecurities Act, the Company shall cause PricewaterhouseCoopers LLP, or other the Company’s independent certified public accountants reasonably satisfactory to the Agents, auditor forthwith to furnish the Agents with a letterletter (which may refer to letters previously delivered to the Agents), dated the date of filing with specified in the Commission of such supplement applicable Terms Agreement or document, dated the date of effectiveness of such amendment, supplement or document filed with the date of such saleSEC, as the case may be, in form reasonably satisfactory to the Agents, of substantially the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(cII(e) hereof but modified to relate to to, as applicable, the Registration Statement Statement, the applicable Disclosure Package and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of Section II(e) hereof with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement Statement, the applicable Disclosure Package or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other the Company’s independent certified public accountants reasonably satisfactory to the Agents, auditor may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless supplement. If any other information included therein is of an accounting, financial or statistical nature nature, the Agents may request procedures be performed with respect to such other information. If the Company’s independent auditor is of such a nature that, in willing to perform and report on the reasonable judgment of the Agentsrequested procedures, such letter should cover such other information. Any letter required to be provided by the Company’s independent auditor hereunder shall be provided as soon as reasonably practicable after the filing of the Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, within a reasonable time of a request made pursuant to subparagraph (iii) hereof or on the date specified in an applicable Terms Agreement.

Subsequent Delivery of Comfort Letters. The Company covenants Reasonably promptly following the time of the Guarantor’s filing of each quarterly report on Form 10-Q and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, (2) there is filed with the Commission any document incorporated by reference into the Prospectus which contains additional financial information or (3) if required pursuant to the terms of a Terms Agreement, upon the Company’s sale of Notes to one or more Agents pursuant to such Terms Agreementits annual report on Form 10-K, the Company or the Guarantor shall cause PricewaterhouseCoopers LLP, or other the Guarantor’s independent certified public accountants reasonably satisfactory to the Agents, auditor forthwith to furnish the Agents with each Agent a letter, 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 Agents, of substantially the same general tenor as the letter referred to in Section ‎Section 5(c) hereof but modified to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by any Non-General Supplement) to the date of the filing of such letterquarterly or annual report, and with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; providedCompany and the Guarantor. In addition, howeverif so requested by an Agent, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if when the Registration Statement or the Basic Prospectus is amended or is supplemented solely 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 include financial information as such Agent pursuant to a Terms Agreement (if such letter is required by such Terms Agreement), the Company or the Guarantor shall cause the Guarantor’s independent auditor forthwith to furnish such Agent a letter, dated (i) no later than five business days following (A) the date of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to filing with the Agents, may limit the scope SEC of such letter to supplement or (B) the unaudited financial statements included in date of effectiveness of such amendment or supplement unless (ii) no later than the date of such sale, as the case may be, in form satisfactory to such Agent, of the same general tenor as the letter referred to in ‎Section 5(c) hereof but modified to relate to the Registration Statement, the Basic Prospectus and any applicable Prospectus, as amended and supplemented to the date of such filing or effectiveness or a date that is no earlier than five business days prior to such sale, as the case may be, and with such changes as may be necessary to reflect changes in the financial statements and other information included therein of an accounting, financial or statistical nature is of such a nature that, in derived from the reasonable judgment accounting records of the Agents, such letter should cover such other informationCompany and the Guarantor.

Subsequent Delivery of Comfort Letters. The Reasonably promptly following each time (i) the Company covenants and agrees files with the Agents thatCommission any Annual Report on Form 10-K, subject to (ii) if required by BofAS, the provisions of Section 4(mCompany files with the Commission any Quarterly Report on Form 10-Q, (iii) hereofif required by BofAS, each time that (1) the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented to include additional financial information, (2) there is filed with the Commission any document information required to be set forth or incorporated by reference into the Prospectus which contains additional financial information or (3) if required pursuant to under the terms of Item 11 of Form S-3 under the Securities Act or (iv) if requested by a Terms AgreementSelling Agent, upon on the Company’s sale of applicable Settlement Date, each time the Selling Agent purchases Notes to one or more Agents as principal pursuant to such Terms Section 1(c) of this Agreement, the Company shall cause PricewaterhouseCoopers LLP, or other the Company’s independent certified public accountants reasonably satisfactory to the Agents, auditor forthwith to furnish the Selling Agents a letter (which may refer to letters previously delivered to the Selling Agents), dated, with a respect to clause (i) or (ii) above, the date of delivery of such letter, dated or, with respect to clause (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 reasonably satisfactory to the Selling Agents, of substantially the same tenor as the portions of the letter referred to set forth in clauses (i) and (ii) of Section 5(c6(d) hereof of this Agreement but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter set forth in clause (iii) of said Section 6(d) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless . If any other information included therein or in the applicable Disclosure Package is of an accounting, financial or statistical nature nature, the Selling Agents may request procedures be performed with respect to such other information. If the Company’s independent auditor is of such a nature that, in willing to perform and report on the reasonable judgment of the Agentsrequested procedures, such letter should cover such other information. Any letter required to be provided by the Company’s independent auditor hereunder shall be provided as soon as reasonably practicable after the filing of the Annual Report on Form 10-K or with respect to any letter required by the Selling Agents pursuant to subparagraph (ii) or (iii) hereof, at the request by the Selling Agents.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each Each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, (2) information or there is filed with the Commission SEC any document incorporated by reference into the Prospectus which contains additional financial information or or, (3) if required pursuant to the terms of a Terms Agreement, upon ) the Company’s sale of Company sells Notes to one or more Agents an Agent pursuant to such a Terms Agreement, the Company shall cause PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, LLP forthwith to furnish the Agents with such Agent a letter, dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, supplement or document with the SEC , or the date of such sale, as the case may be, in form reasonably satisfactory to the Agentssuch Agent, of substantially the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(c5(f) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of said Section 5(f) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; providedPROVIDED, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, howeverHOWEVER, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, LLP may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the Agentssuch Agent, such letter should cover such other information.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each Each time that (1i) the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial informationinformation (other than by (x) an amendment or supplement providing solely for the determination of the variable terms of the Notes (including the filing of any Pricing Supplement) or relating solely to the offering of securities other than the Notes, (2y) there is unless otherwise expressly and reasonably requested by the Agent, the filing of the Company's Current Reports on Form 8-K with the Commission pursuant to the 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 any document incorporated by reference into the Prospectus which contains additional financial information or (3) if required pursuant to the terms 1934 Act), unless, subject to the immediately following sentence, the Company has suspended the solicitation of a Terms Agreement, upon offers to purchase Notes pursuant to Section 3(b) hereof or (ii) the Company’s sale of Company sells Notes to one or more Agents the Agent as principal and solely to the extent reasonably requested by the Agent and specified pursuant to such Section 3(a) hereof in the applicable Terms Agreement, the Company shall cause PricewaterhouseCoopers LLPKPMG, LLP or other independent certified public accountants reasonably satisfactory to the Agents, its then engaged accounting firm forthwith to furnish to the Agents with Agent a letter, 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 AgentsAgent, of substantially the same tenor as the letter referred to in Section 5(c5(d) hereof but modified to relate to the Registration Statement and Prospectus, Prospectus as amended and supplemented to the date of such letter, and with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than three business days prior to the date of such letter; providedPROVIDED, howeverHOWEVER, that, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include any financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the Agentsmatter, such letter should cover may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other informationmatter made in the letter referred to in Section 5(d) hereof which was last furnished to the Agent. In the 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 offers to purchase Notes pursuant to Section 3(b) hereof, the Company shall fulfill any such obligations at such time as the Company has advised the Agent that solicitation may be resumed pursuant to Section 3(b) hereof.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each Each time that (1i) the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, (2ii) there is filed with the Commission SEC any document incorporated by reference into the Prospectus which that contains additional financial information (other than any Current Report on Form 8-K relating to quarterly or annual earnings) or (3iii) (if required pursuant to the terms of a Terms Agreement, upon ) the Company’s sale of Company sells Notes to one or more Agents pursuant to such a Terms Agreement, the Company shall cause PricewaterhouseCoopers LLP, or KPMG LLP (as well as any other independent certified public accountants reasonably satisfactory accountant referred to in Section 5(c) for so long as their consent to the Agents, inclusion of their report on the related financial statements is required) forthwith to furnish the Agents with a letter, dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, supplement or document with the SEC or the date of such sale, as the case may be, in form reasonably satisfactory to the Agents, of substantially the same tenor as the portions of its letter referred to in Section 5(c5(c)(i) and (ii) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of its letter referred to in Section 5(c)(iii) and (iv) hereof with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; providedPROVIDED, howeverHOWEVER, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-Kthat, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or KPMG LLP (as well as any other independent certified public accountants reasonably satisfactory accountant referred to in Section 5(c) for so long as their consent to the Agents, inclusion of their report on the related financial statements is required) may limit the scope of such its letter to the unaudited financial statements included in such amendment or supplement supplement, unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the Agents, such letter should cover such other information; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a letter or letters 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 Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each Each time that (1i) the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial informationinformation (other than by an amendment or supplement relating solely to the terms of the Notes or the issuance and/or offering of securities other than the Notes), (2ii) there is filed with the Commission SEC any document incorporated by reference into the Prospectus which contains additional financial information information, or (3iii) (if required pursuant to in connection with the terms of a Terms Agreement, upon the Company’s sale purchase of Notes to from the Trust by one or more Agents pursuant as principal) the Trust sells Notes to such Terms AgreementAgent or Agents as principal, the Company Trust shall cause PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, Coopers & Lybrand L.L.P. forthwith to furnish to the Agents with Agent(s) a letter, dated the date of dxxx xx such 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 AgentsAgent(s), of substantially the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(c) hereof but modified to relate to the Registration Statement and Prospectus, Prospectus as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of said Section 5(c) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the CompanyTrust; provided, however, that with respect to a letter furnished (i) and (ii) above, in connection with the incorporation by reference into event that the Prospectus conditions of a Quarterly Report on 10-Q or an Annual Report on Form 10-KSection 4(k)(i) hereof have been satisfied and the Trust has notified the Agents in writing that offerings of Notes are suspended, then the letter Trust shall be dated the business day immediately following required to furnish or cause to be furnished such letter only prior to the date that offerings of the filing with the Commission of such report; further providedNotes may be resumed. In addition, however, each time that if the Registration Statement or the Prospectus is shall be amended or supplemented solely to include financial information as statements and any supporting schedules thereto of properties or entities acquired by the Trust, the Trust shall cause the applicable accountants covering such financial statements and for supporting schedules to furnish to the Agents a fiscal quarterletter, PricewaterhouseCoopers LLPdated the date of such amendment or supplement with the SEC, or other independent certified public accountants reasonably in form satisfactory to the Agents, may limit of the scope same tenor as the letter referred to in Section 5(d) hereof; provided, however, that in the event that the conditions of Section 4(k)(i) hereof have been satisfied and the Trust has notified the Agents in writing that offerings of Notes are suspended, then the Trust shall be required to furnish or cause to be furnished such letter only prior to the unaudited financial statements included in such amendment or supplement unless any other information included therein date that offerings of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the Agents, such letter should cover such other informationNotes may be resumed.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Except as otherwise provided in Section 4(mIII(o) hereof, each time 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 (1iii) if required by the Agents after the Registration Statement or the Prospectus shall be has been amended or supplemented to include additional financial information, (2) there is filed with the Commission any document information required to be set forth or incorporated by reference into the Prospectus which contains additional financial information or (3) if required pursuant to under the terms of a Terms Agreement, upon Item 11 of Form S-3 under the Company’s sale of Notes to one or more Agents pursuant to such Terms Agreement1933 Act, the Company shall cause PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, forthwith to furnish the Agents with a letterletter (which may refer to letters previously delivered to the Agents), dated the date of filing with specified in the Commission of such supplement applicable Terms Agreement or document, dated the date of effectiveness of such amendment, supplement or document filed with the date of such saleSEC, as the case may be, in form reasonably satisfactory to the Agents, of substantially the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(cII(e) hereof but modified to relate to to, as applicable, the Registration Statement Statement, the applicable Disclosure Package and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of said Section II(e) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement Statement, the applicable Disclosure Package or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless supplement. If any other information included therein is of an accounting, financial or statistical nature nature, the Agents may request procedures be performed with respect to such other information. If PricewaterhouseCoopers is of such a nature that, in willing to perform and report on the reasonable judgment of the Agentsrequested procedures, such letter should cover such other information. Any letter required to be provided by PricewaterhouseCoopers hereunder shall be provided as soon as reasonably practicable after the filing of the Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as NY2-736121 the case may be, within a reasonable time of a request made pursuant to subparagraph (iii) hereof or on the date specified in an applicable Terms Agreement.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each Each time that any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the 1934 Act is incorporated by reference into the Final Prospectus, or (1) unless waived by the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, (2Agent) there is filed with the Commission any document incorporated by reference into (other than any Current Report on Form 8-K filed for the Prospectus purpose of filing quarterly unaudited consolidated statements of income) which contains additional financial information or (3unless waived by the Agent with respect to a particular Terms Agreement) if required the Company sells Notes to any Agent pursuant to the terms of a Terms Agreement, upon the Company’s sale of Notes to one or more Agents pursuant to such Terms Agreement, the Company shall cause PricewaterhouseCoopers Deloitte & Touche LLP, the Company’s independent public accountants, or other independent certified public accountants reasonably satisfactory to retained by the AgentsCompany, forthwith to furnish the Agents with each Agent a letter, dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, supplement or document with the Commission, or the date of such sale, as the case may be, in form reasonably satisfactory to the Agentssuch Agent, of substantially the same tenor as Sections 1 and 2 of the letter referred to in Section 5(c) Schedule III hereof but modified to relate to the Registration Statement and Final Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the remaining sections of the letter referred to in Schedule III with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Final Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers Deloitte & Touche LLP, or such other independent certified public accountants reasonably satisfactory to retained by the AgentsCompany, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the Agentssuch Agent, such letter should cover such other information.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each Each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, information or (2) there is filed with the Commission SEC any document incorporated by reference into the Prospectus which contains additional financial information or (3) (if required pursuant to the terms of a Terms Agreement, upon ) the Company’s sale of Company sells Notes to one or more Agents an Agent pursuant to such a Terms Agreement, the Company shall cause PricewaterhouseCoopers Deloitte & Touche LLP, or other independent certified public accountants reasonably satisfactory to the Agentstheir successors, forthwith to furnish the Agents with a letter, dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, supplement or document with the SEC , or the date of such sale, as the case may be, in form reasonably satisfactory to the Agents, of substantially the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(c) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of said Section 5(c) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers Deloitte & Touche LLP, or other independent certified public accountants reasonably satisfactory to the Agentstheir successors, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the Agents, such letter should cover such other information. For purposes of this Section 7(d), the filing of a Current Report on Form 8-K for the exclusive purpose of presenting interim periodic financial information pursuant to Section 4(e) will not, in and of itself, give rise to an obligation to deliver a letter from Deloitte & Touche LLP or their successors pursuant to this Section 7(d).

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each Each time that (1) the -------------------------------------- Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, (2) information or there is filed with the Commission SEC any document incorporated by reference into in the Prospectus which that contains additional financial information or (3) or, if required pursuant to so indicated in the terms of a applicable Terms Agreement, upon the Company’s sale of Company sells Notes to one or more Agents an Agent pursuant to such a Terms Agreement, the Company shall cause PricewaterhouseCoopers LLP, or other the Company's independent certified public accountants reasonably satisfactory to the Agents, forthwith to furnish the Agents with a letter, dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, supplement or document with the SEC, or the date of such sale, as the case may be, in form reasonably satisfactory to the Agents, of substantially the same tenor as the portions of the letter referred to in Section 5(cclauses (i) hereof and (ii) of Annex II hereto but modified to relate to the Registration Statement and Prospectus, the Prospectus as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of Xxxxx XX hereto with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other the Company's independent certified public accountants reasonably satisfactory to the Agents, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the Agents, such letter should cover such other information; provided further, however, that if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and the Agents shall not hold any Notes as principal, the Company shall not be obligated so to furnish the Agents with a letter or letters 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 Agents in which such letter or letters are required.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each Each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, (2) information or there is filed with the Commission SEC any document incorporated by reference into in the Prospectus which that contains additional financial information or (3) or, if required pursuant to so indicated in the terms of a applicable Terms Agreement, upon the Company’s sale of Company sells Notes to one or more Agents the Purchasing Agent pursuant to such a Terms Agreement, the Company shall cause PricewaterhouseCoopers LLP, or other the Company’s independent certified public accountants reasonably satisfactory to the Agents, forthwith to furnish the Agents with Purchasing Agent a letter, dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, supplement or document with the SEC, or the date of such sale, as the case may be, in form reasonably satisfactory to the AgentsPurchasing Agent, of substantially the same tenor as the portions of the letter referred to in Section 5(cclauses (i) hereof and (ii) of Xxxxx XX hereto but modified to relate to the Registration Statement and Prospectus, the Prospectus as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of Annex II hereto with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other the Company’s independent certified public accountants reasonably satisfactory to the Agents, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the AgentsPurchasing Agent, such letter should cover such other information; provided further, however, that if the Purchasing Agent shall have suspended solicitation of purchases of the Notes in its capacity as agent pursuant to a request from the Company, and the Purchasing Agent shall not hold any Notes as principal, the Company shall not be obligated so to furnish the Purchasing Agent with a letter or letters 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 in which such letter or letters are required.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each Each time that (1i) the Registration Statement or the Prospectus shall be amended or supplemented by a filing under the 1933 Act to include additional financial information, (2) information or there is filed with the Commission under the 1934 Act any document incorporated by reference into the Prospectus which contains additional financial information (other than any Current Report on Form 8-K relating exclusively to quarterly or annual financial results of the Company, unless any Agent shall otherwise specify), or (3ii) if required pursuant to the terms of a Terms Agreement, upon the Company’s sale of Company sells Notes to one or more Agents pursuant to such a Terms Agreement, the Company shall cause PricewaterhouseCoopers LLP, the independent auditors who have audited the financial statements of the Company and its subsidiaries included or other independent certified public accountants reasonably satisfactory to incorporated by reference in the Agents, Prospectus forthwith to furnish the Agents with a letter, 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 Agents, of substantially the same tenor as the letter referred to in Section 5(c5(d) hereof hereof, but modified to relate to the Registration Statement and Prospectus, Prospectus as amended and supplemented to the date of such letter, and with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; providedPROVIDED, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, howeverHOWEVER, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, such auditors may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the Agentsany Agent, such letter should cover such other information.

Subsequent Delivery of Comfort Letters. The Each time: (i) the Company covenants and agrees 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 that, subject to the provisions of Section 4(m) hereof, each time that (1) after the Registration Statement or the Prospectus shall be has been amended or supplemented to include additional financial information, (2) there is filed with the Commission any document information required to be set forth or incorporated by reference into the Prospectus which contains additional financial information or (3) if required pursuant to under the terms of a Terms Agreement, upon Item 11 of Form S-3 under the Company’s sale of Notes to one or more Agents pursuant to such Terms Agreement1933 Act, the Company shall cause PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, forthwith to furnish the Agents with a letterletter (which may refer to letters previously delivered to the Agents), dated the date of filing with specified in the Commission of such supplement applicable Terms Agreement or document, dated the date of effectiveness of such amendment, supplement or document filed with the date of such saleSEC, as the case may be, in form reasonably satisfactory to the Agents, of substantially the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(cII(e) hereof but modified to relate to the Registration Statement Statement, the Disclosure Package and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of said Section II(d) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement Statement, the Disclosure Package or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless supplement. If any other information included therein is of an accounting, financial or statistical nature nature, the Agents may request procedures be performed with respect to such other information. If PricewaterhouseCoopers is of such a nature that, in willing to perform and report on the reasonable judgment of the Agentsrequested procedures, such letter should cover such other information. Any letter required to be provided by PricewaterhouseCoopers hereunder shall be provided within 10 business days of the filing of the Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, within a reasonable time of a request made pursuant to subparagraph (iii) hereof or on the date specified in an applicable Terms Agreement.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each Each time that (1i) there is filed with the SEC any Annual Report on Form 10-K, (ii) if required by the Agents, there is filed with the SEC any Quarterly Report on Form 10-Q or (iii) if required by the Agents, the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, information (2) there other than an amendment or supplement resulting from the filing of a Current Report on Form 8-K that is filed with the Commission any document incorporated by reference into the Prospectus which contains additional financial information or (3) if required pursuant to the terms of a Terms Agreement, upon the Company’s sale of Notes to one or more Agents pursuant to such Terms Agreementtherein), the Company Corporation shall cause PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, Price Waterhouse forthwith to furnish the Agents with a letter, dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, supplement or document filed with the date of such saleSEC, as the case may be, in form reasonably satisfactory to the Agents, of substantially the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(c4(c) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of said Section 4(c) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the CompanyCorporation; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, Price Waterhouse may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless supplement. If any other information included therein is of an accounting, financial or statistical nature nature, the Agents may request procedures be performed with respect to such other information. If Price Waterhouse is of such a nature that, in willing to perform and report on the reasonable judgment of the Agentsrequested procedures, such letter should cover such other information. Any letter required to be provided by Price Waterhouse hereunder shall be provided within 10 business days of the filing of the Annual Report on Form 10-K or, with respect to any letter required by the Agents pursuant to subparagraph (ii) or (iii) hereof, the request by the Agents.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each Each time that (1i) the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, (2ii) 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 to the Prospectus which contains additional financial information (other than any Current Report on Form 8-K), (iv) there is filed with the Commission any Current Report on Form 8-K (containing additional information) which contains information that is reasonably deemed to be materially adverse to the business affairs or prospects of the Company, or (3v) (if required pursuant to the terms of a Terms Agreement, upon ) the Company’s sale of Company sells Notes to one or more Agents an Agent pursuant to such a Terms Agreement, the Company shall cause PricewaterhouseCoopers LLP, KPMG Peat Marwick LLP or other independent certified public accountants reasonably satisfactory to the Agents, its successors forthwith to furnish the Agents with a letter, dated the date of filing with the Commission of such amendment, 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 Agents, of substantially the same tenor as the portions of the letter referred delivered pursuant to in Section 5(c) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include the financial information as of and for a fiscal quarteran interim period, PricewaterhouseCoopers LLP, KPMG Peat Marwick LLP or other independent certified public accountants reasonably satisfactory to the Agents, its successors may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the Agents, such letter should cover such other information, and provided, further, that the delivery of such letter by KPMG Peat Marwick LLP (or its successors) shall be conditioned upon the receipt by KPMG Peat Marwick LLP (or its successors) of an opinion of counsel for the Agents, in form and substance reasonably satisfactory to KPMG Peat Marwick LLP (or such successor) . In the case of letters to be furnished pursuant to (iii) or (iv) above, the Company may request that the Agents waive the requirement for the letters, which request shall not be unreasonably refused.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each Each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, (2) information or there is filed with the Commission any document incorporated by reference into the Prospectus which contains additional financial statement information relating to the Company or (3) if required the Company sells the Notes pursuant to the terms of a Terms Agreement, upon the terms of which so require, the Company shall use its best efforts to cause the Company’s sale of Notes to one 's independent public accountants promptly following such amendment, supplement or more Agents pursuant filing or on the Settlement Date with respect to such Terms Agreement, as the Company shall cause PricewaterhouseCoopers LLPcase may be, or other independent certified public accountants reasonably satisfactory to the Agents, forthwith to furnish the Agents with or to the Agent party to the Terms Agreement, as the case may be, a letter, dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, supplement or document with the date of Commission, or such saleSettlement Date, as the case may be, in form reasonably satisfactory to counsel for the AgentsAgents (or such Agent), of substantially the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(c5(e) hereof but modified modified, as necessary, to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of said Section 5(e) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; providedPROVIDED, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, howeverHOWEVER, that if the Registration Statement or the Prospectus is amended or supplemented solely primarily to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other the Company's independent certified public accountants reasonably satisfactory to the Agents, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the Agents, such letter should cover such other informationsupplement.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees Reasonably promptly following each time (i) the Guarantor files with the Agents thatCommission any Annual Report on Form 10-K, subject to (ii) if required by the provisions of Section 4(mSelling Agents, the Guarantor files with the Commission any Quarterly Report on Form 10-Q, (iii) hereofif required by the Selling Agents, each time that (1) the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented to include additional financial information, (2) there is filed with the Commission any document information required to be set forth or incorporated by reference into the Prospectus which contains additional financial information or (3) if required pursuant to under the terms of Item 11 of Form S-3 under the Securities Act or (iv) if requested by a Terms AgreementSelling Agent, upon on the Company’s sale of applicable Settlement Date, each time the Selling Agent purchases Notes to one or more Agents as principal pursuant to such Terms Section 1(c) of this Agreement, the Company Guarantor shall cause PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, forthwith to furnish the Selling Agents a letter (which may refer to letters previously delivered to the Selling Agents), dated, with a respect to clause (i) or (ii) above, the date of delivery of such letter, dated or, with respect to clause (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 reasonably satisfactory to the Selling Agents, of substantially the same tenor as the portions of the letter referred to set forth in clauses (i) and (ii) of Section 5(c6(e) hereof of this Agreement but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter set forth in clause (iii) of said Section 6(e) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless Guarantor. If any other information included therein or in the applicable Disclosure Package is of an accounting, financial or statistical nature nature, the Selling Agents may request procedures be performed with respect to such other information. If PricewaterhouseCoopers is of such a nature that, in willing to perform and report on the reasonable judgment of the Agentsrequested procedures, such letter should cover such other information. Any letter required to be provided by PricewaterhouseCoopers hereunder shall be provided as soon as reasonably practicable after the filing of the Annual Report on Form 10-K or with respect to any letter required by the Selling Agents pursuant to subparagraph (ii) or (iii) hereof, at the request by the Selling Agents.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each Each time that (1i) the Registration Statement Statement, the General Disclosure Package or the Prospectus shall be amended or supplemented to include additional financial information, (2ii) there is filed with the Commission SEC any document incorporated by reference into the Registration Statement, the General Disclosure Package or the Prospectus which contains additional financial information (other than the filing of any Current Report on Form 8-K relating solely to an earnings statement under Rule 158), or (3iii) (if required pursuant to the terms of a Terms Agreement, upon ) the Company’s sale of Company sells Notes to one or more Agents an Agent pursuant to such a Terms Agreement, then the Company shall cause PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, Deloitte & Touche LLP forthwith to furnish the Agents or such Agent, as the case may be, with a letter, dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, supplement or document with the SEC, or the date of such sale, as the case may be, in form reasonably satisfactory to the AgentsAgents or such Agent, as the case may be, of substantially the same tenor as the letter referred to in Section 5(c) hereof but modified to relate to the Registration Statement Statement, the General Disclosure Package and the Prospectus, as amended and supplemented to the date of such letter, letter and with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement Statement, the General Disclosure Package or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, Deloitte & Touche LLP may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the AgentsAgents or such Agent, as the case may be, such letter should cover such other information; provided, however, that the Company shall not be required (except in the case of clause (iii) above) to cause the delivery of such letter during any Suspension Period.

Subsequent Delivery of Comfort Letters. The Each time (i) the Company covenants and agrees files with the Agents thatCommission any Annual Report on Form 10-K, subject to (ii) if required by the provisions of Section 4(mSelling Agents, the Company files with the Commission any Quarterly Report on Form 10-Q, (iii) hereofif required by the Selling Agents, each time that (1) the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented to include additional financial information, (2) there is filed with the Commission any document information required to be set forth or incorporated by reference into the Prospectus which contains additional financial information or (3) if required pursuant to under the terms of Item 11 of Form S-3 under the Securities Act or (iv) if requested by a Terms AgreementSelling Agent, upon on the Company’s sale of applicable Settlement Date, each time the Selling Agent purchases Notes to one or more Agents as principal pursuant to such Terms Section 1(c) of this Agreement, the Company shall cause PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, forthwith to furnish the Selling Agents with a letterletter (which may refer to letters previously delivered to the Selling Agents), 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 reasonably satisfactory to the Selling Agents, of substantially the same tenor as the portions of the letter referred to set forth in clauses (i) and (ii) of Section 5(c4(d) hereof of this Agreement but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter set forth in clause (iii) of said Section 4(d) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless . If any other information included therein or in the applicable Disclosure Package is of an accounting, financial or statistical nature nature, the Selling Agents may request procedures be performed with respect to such other information. If PricewaterhouseCoopers is of such a nature that, in willing to perform and report on the reasonable judgment of the Agentsrequested procedures, such letter should cover such other information. Any letter required to be provided by PricewaterhouseCoopers hereunder shall be provided as soon as reasonably practicable after the filing of the Annual Report on Form 10-K or with respect to any letter required by the Selling Agents pursuant to subparagraph (ii) or (iii) hereof, at the request by the Selling Agents.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Except as otherwise provided in Section 4(mIII(o) hereof, each time 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 (1iii) if required by the Agents after the Registration Statement or the Prospectus shall be has been amended or supplemented to include additional financial information, (2) there is filed with the Commission any document information required to be set forth or incorporated by reference into the Prospectus which contains additional financial information or (3) if required pursuant to under the terms of a Terms Agreement, upon Item 11 of Form S-3 under the Company’s sale of Notes to one or more Agents pursuant to such Terms Agreement1933 Act, the Company shall cause PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, forthwith to furnish the Agents with a letterletter (which may refer to letters previously delivered to the Agents), dated the date of filing with specified in the Commission of such supplement applicable Terms Agreement or document, dated the date of effectiveness of such amendment, supplement or document filed with the date of such saleSEC, as the case may be, in form reasonably satisfactory to the Agents, of substantially the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(cII(e) hereof but modified to relate to to, as applicable, the Registration Statement Statement, the applicable Disclosure Package and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of said Section II(e) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement Statement, the applicable Disclosure Package or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless supplement. If any other information included therein is of an accounting, financial or statistical nature nature, the Agents may request procedures be performed with respect to such other information. If PricewaterhouseCoopers is of such a nature that, in willing to perform and report on the reasonable judgment of the Agentsrequested procedures, such letter should cover such other information. Any letter required to be provided by PricewaterhouseCoopers hereunder shall be provided as soon as reasonably practicable after the filing of the Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, within a reasonable time of a request made pursuant to subparagraph (iii) hereof or on the date specified in an applicable Terms Agreement.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each Each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, (2) information or there is filed with the Commission SEC any document incorporated by reference into in the Prospectus which that contains additional financial information or (3) or, if required pursuant to so indicated in the terms of a applicable Terms Agreement, upon the Company’s sale of Company sells Notes to one or more Agents an Agent pursuant to such a Terms Agreement, the Company shall cause PricewaterhouseCoopers LLP, or other the Company’s independent certified registered public accountants reasonably satisfactory to the Agents, forthwith to furnish the Agents with a letter, dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, supplement or document with the SEC, or the date of Settlement Date relating to such saleTerms Agreement, as the case may be, in form reasonably satisfactory to the Agents, of substantially the same tenor as the portions of the letter referred to in Section 5(cclauses (i) hereof and (ii) of Annex II hereto but modified to relate to the Registration Statement and Prospectus, the Prospectus as amended and supplemented to the date of such letterletter and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreement, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of Annex II hereto with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other the Company’s independent certified public accountants reasonably satisfactory to the Agents, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the Agents, such letter should cover such other information; provided further, however, that if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company pursuant to Section 4(l) hereof, and the Agents shall not hold any Notes as principal, the Company shall not be obligated so to furnish the Agents with a letter or letters 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 Agents in which such letter or letters are required.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each Each time that (1i) the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial informationinformation (other than by an amendment or supplement relating solely to the issuance and/or offering of securities other than the Notes), (2ii) there is filed with the Commission SEC any document incorporated by reference into the Prospectus which contains additional financial information information, or (3iii) (if required pursuant to in connection with the terms of a Terms Agreement, upon the Company’s sale purchase of Notes to from the Trust by one or more Agents pursuant as principal) the Trust sells Notes to such Terms AgreementAgent or Agents as principal, the Company Trust shall cause PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory Ernst & Young LXX xxrthwith to furnish to the Agents, forthwith to furnish the Agents with Agent(s) a letter, dated the date of such 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 AgentsAgent(s), of substantially the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(c) hereof but modified to relate to the Registration Statement and Prospectus, Prospectus as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of said Section 5(c) with such changes as may be necessary to reflect changes in the financial statements state- ments and other information derived from the accounting records of the CompanyTrust; provided, however, that with respect to a letter furnished (i) and (ii) above, in connection with the incorporation by reference into event that the Prospectus conditions of a Quarterly Report on 10-Q or an Annual Report on Form 10-KSection 4(k)(i) hereof have been satisfied and the Trust has notified the Agents in writing that offerings of Notes are suspended, then the letter Trust shall be dated the business day immediately following required to furnish or cause to be furnished such letter only prior to the date that offerings of the filing with the Commission of such report; further providedNotes may be resumed. In addition, however, each time that if the Registration Statement or the Prospectus is shall be amended or supplemented solely to include financial information as statements and any supporting schedules thereto of properties or entities acquired by the Trust, the Trust shall cause the applicable accountants covering such financial statements and for supporting schedules to furnish to the Agents a fiscal quarterletter, PricewaterhouseCoopers LLPdated the date of such amendment or supplement with the SEC, or other independent certified public accountants reasonably in form satisfactory to the Agents, may limit of the scope same tenor as the letter referred to in Section 5(d) hereof; provided, however, that in the event that the conditions of Section 4(k)(i) hereof have been satisfied and the Trust has notified the Agents in writing that offerings of Notes are suspended, then the Trust shall be required to furnish or cause to be furnished such letter to only immediately upon notification by the unaudited financial statements included in such amendment or supplement unless any other information included therein Trust that offerings of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the Agents, such letter should cover such other informationNotes may be resumed.

Subsequent Delivery of Comfort Letters. The Each time (i) the Company covenants and agrees files with the Agents thatCommission any Annual Report on Form 10-K, subject to (ii) if required by the provisions of Section 4(mSelling Agents, the Company files with the Commission any Quarterly Report on Form 10-Q, (iii) hereofif required by the Selling Agents, each time that (1) the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented to include additional financial information, (2) there is filed with the Commission any document information required to be set forth or incorporated by reference into the Prospectus which contains additional financial information or (3) if required pursuant to under the terms of Item 11 of Form S-3 under the Securities Act or (iv) if requested by a Terms AgreementSelling Agent, upon on the Company’s sale of applicable Settlement Date, each time the Selling Agent purchases Notes to one or more Agents as principal pursuant to such Terms Section 1(c) of this Agreement, the Company shall cause PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, forthwith to furnish the Selling Agents a letter (which may refer to letters previously delivered to the Selling Agents), dated, with a respect to clause (i) or (ii) above, the date of delivery of such letter, dated or, with respect to clause (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 reasonably satisfactory to the Selling Agents, of substantially the same tenor as the portions of the letter referred to set forth in clauses (i) and (ii) of Section 5(c4(d) hereof of this Agreement but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter set forth in clause (iii) of said Section 4(d) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless . If any other information included therein or in the applicable Disclosure Package is of an accounting, financial or statistical nature nature, the Selling Agents may request procedures be performed with respect to such other information. If PricewaterhouseCoopers is of such a nature that, in willing to perform and report on the reasonable judgment of the Agentsrequested procedures, such letter should cover such other information. Any letter required to be provided by PricewaterhouseCoopers hereunder shall be provided as soon as reasonably practicable after the filing of the Annual Report on Form 10-K or with respect to any letter required by the Selling Agents pursuant to subparagraph (ii) or (iii) hereof, at the request by the Selling Agents.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Except as otherwise provided in Section 4(mIII(o) hereof, each time 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 (1iii) if required by the Agents after the Registration Statement or the Prospectus shall be has been amended or supplemented to include additional financial information, (2) there is filed with the Commission any document information required to be set forth or incorporated by reference into the Prospectus which contains additional financial information or (3) if required pursuant to under the terms of a Terms Agreement, upon Item 11 of Form S-3 under the Company’s sale of Notes to one or more Agents pursuant to such Terms Agreement1933 Act, the Company shall cause PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, forthwith to furnish the Agents with a letterletter (which may refer to letters previously delivered to the Agents), dated the date of filing with specified in the Commission of such supplement applicable Terms Agreement or document, dated the date of effectiveness of such amendment, supplement or document filed with the date of such saleSEC, as the case may be, in form reasonably satisfactory to the Agents, of substantially the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(cII(e) hereof but modified to relate to to, as applicable, the Registration Statement Statement, the applicable Disclosure Package and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of Section II(e) hereof with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement Statement, the applicable Disclosure Package or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless supplement. If any other information included therein is of an accounting, financial or statistical nature nature, the Agents may request procedures be performed with respect to such other information. If PricewaterhouseCoopers is of such a nature that, in willing to perform and report on the reasonable judgment of the Agentsrequested procedures, such letter should cover such other information. Any letter required to be provided by PricewaterhouseCoopers hereunder shall be provided as soon as reasonably practicable after the filing of the Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, within a reasonable time of a request made pursuant to subparagraph (iii) hereof or on the date specified in an applicable Terms Agreement.

Subsequent Delivery of Comfort Letters. The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each Each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial informationinformation (other than by filing a document incorporated by reference into the Prospectus which is hereinafter addressed), (2) or, except as set forth in the next sentence, there is filed with the Commission SEC any document incorporated by reference into the Prospectus which contains additional financial information information, or (3) if required pursuant to the terms of a Terms Agreement, upon ) the Company’s sale of Company sells Notes to one or more Agents the Purchasing Agent pursuant to such a Terms Agreement, the Company shall cause PricewaterhouseCoopers LLP, KPMG LLP (or such other of the Company’s independent certified public accountants reasonably satisfactory to the Agents, auditors) forthwith to furnish the Agents with Purchasing Agent a letter, dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, supplement or document with the SEC, or the date of such sale, as the case may be, in form reasonably satisfactory to the AgentsPurchasing Agent, of substantially the same general tenor as the letter referred to in Section 5(c) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, KPMG LLP (or such other of the Company’s independent certified public accountants reasonably satisfactory to the Agents, auditors) may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless supplement. If any document other information included therein than an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q is filed with the SEC and incorporated by reference into the Prospectus, the Purchasing Agent agrees that the Company will be required to cause KPMG LLP (or such other of an accounting, financial or statistical nature is the Company’s independent auditors) to deliver a comfort letter pursuant to this subsection only after delivery of such a nature that, in comfort letter is requested by the reasonable judgment of the Agents, such letter should cover such other informationPurchasing Agent.