Common use of Subsequent Delivery of Comfort Letters Clause in Contracts

Subsequent Delivery of Comfort Letters. Reasonably promptly following the time of the Company’s filing of each quarterly report on Form 10-Q and its annual report on Form 10-K, the Company shall cause its independent auditor forthwith to furnish each Agent a letter, in form satisfactory to the Agents, of the same general tenor as the letter referred to in 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 quarterly 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. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 0000 Xxx) or when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such letter is required by such Terms Agreement), the Company shall cause its independent auditor forthwith to furnish such Agent a letter, dated (i) no later than five business days following (A) the date of filing with the SEC of such supplement or (B) the date of effectiveness of such amendment or (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 derived from the accounting records of the Company.

Subsequent Delivery of Comfort Letters. Reasonably promptly No later than five business days following the time of the Company’s filing of each quarterly report on Form 10-Q and its annual report on Form 10-K, the Company shall cause its independent auditor KPMG LLP forthwith to furnish each Agent a letter, in form satisfactory to the Agents, of the same general tenor as the letter referred to in 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 quarterly 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. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 0000 Xxx) or when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such letter is required by such Terms Agreement), the Company shall cause its independent auditor KPMG LLP forthwith to furnish such Agent a letter, dated (i) no later than five business days following (A) the date of filing with the SEC of such supplement or (B) the date of effectiveness of such amendment or (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 derived from the accounting records of the Company.

Subsequent Delivery of Comfort Letters. Reasonably promptly following the time of the CompanyGuarantor’s filing of each quarterly report on Form 10-Q and its annual report on Form 10-K, the Company or the Guarantor shall cause its the Guarantor’s independent auditor forthwith to furnish each Agent a letter, in form satisfactory to the Agents, of the same general tenor as the letter referred to in 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 quarterly 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 CompanyCompany and the Guarantor. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 0000 Xxx) or when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such letter is required by such Terms Agreement), the Company or the Guarantor shall cause its 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 filing with the SEC of such supplement or (B) the date of effectiveness of such amendment or (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 derived from the accounting records of the CompanyCompany and the Guarantor.

Subsequent Delivery of Comfort Letters. Reasonably promptly following the time of the Company’s filing of each quarterly report on Form 10-Q and its annual report on Form 10-K, the Company shall cause its independent auditor forthwith to furnish each Agent a letter, in form satisfactory to the Agents, of the same general tenor as the letter referred to in 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 quarterly 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. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 0000 Xxx1934 Act) or when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such letter is required by such Terms Agreement), the Company shall cause its independent auditor forthwith to furnish such Agent a letter, dated (i) no later than five business days following (A) the date of filing with the SEC of such supplement or (B) the date of effectiveness of such amendment or (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 derived from the accounting records of the Company.

Subsequent Delivery of Comfort Letters. Reasonably promptly following the Each time of the Company’s filing of each quarterly report on Form 10-Q and its annual report on Form 10-K, the Company shall cause its independent auditor forthwith to furnish each Agent a letter, in form satisfactory to the Agents, of the same general tenor as the letter referred to in Section 5(cthat (i) 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 quarterly 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. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is shall be amended or is supplemented by a General Supplement to include additional financial information (other than by (A) an amendment or supplement through providing solely for the determination of the variable terms of the Notes and (B) an amendment deemed to have occurred as a result of a periodic filing of documents by the Company, Global Funding or any Issuing Trust under the 0000 Xxx1934 Act or the 1934 Act Regulations, except any SEC Periodic Report) or when (ii) (if required in connection with the Company purchase of Notes from an Issuing Trust by one or more Agents as principal) an Issuing Trust sells Notes to one or more Agents as principal, such Agent pursuant Trust agrees to a Terms Agreement (if such letter is required by such Terms Agreement), cause the Company shall to cause its independent auditor the Accountants forthwith to furnish such Agent to the Agents a letter, dated (i) no later than five business days following (A) the date of filing with the SEC of such supplement Commission or (B) the date of effectiveness of such amendment or (ii) no later than supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to such Agentthe Agents, of the same general tenor as the letter referred to in Section 5(c6(e) hereof but modified to relate to the Registration Statement, the Basic Statement and Prospectus and any applicable Prospectus, as amended and supplemented to the date of such letter; PROVIDED, HOWEVER, that any delivery of any letter as required by this Section 8(f) due to the filing or effectiveness or a date that is no earlier than five business days of an SEC Periodic Report shall only be required to be delivered prior to the pricing date for an Issuing Trust's Notes issued immediately after 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 derived from the accounting records of the CompanySEC Periodic Report.

Subsequent Delivery of Comfort Letters. Reasonably promptly following Each time that (i) the time of the Company’s filing of each quarterly report on Form 10-Q and its annual report on Form 10-KS-1 Registration Statement, the Company shall cause its independent auditor forthwith to furnish each Agent a letter, in form satisfactory to the Agents, of the same general tenor as the letter referred to in Section 5(c) hereof but modified to relate to the S-3 Registration Statement and or the Basic Prospectus, as Prospectus shall be amended and or supplemented to include additional financial information (other than by any Non-General Supplement(A) to the date of the filing of such quarterly 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. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through providing solely for the determination of the variable terms of the Notes and (B) an amendment deemed to have occurred as a result of a periodic filing of documents by the Company or the Trust under the 0000 Xxx1934 Act or the 1934 Act Regulations, except any SEC Periodic Report) or when (ii) (if required in connection with the Company purchase of Notes from the Trust by one or more Agents as principal) the Trust sells Notes to such Agent pursuant to a Terms Agreement (if such letter is required by such Terms Agreement)one or more Agents as principal, the Trust agrees to cause the Company shall to cause its independent auditor the Accountants forthwith to furnish such Agent to the Agents a letter, dated (i) no later than five business days following (A) the date of filing with the SEC of such supplement Commission or (B) the date of effectiveness of such amendment or (ii) no later than supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to such Agentthe Agents, of the same general tenor as the letter referred to in Section 5(c5(e) hereof but modified to relate to the S-1 Registration Statement, the Basic S-3 Registration Statement and Prospectus and any applicable Prospectus, as amended and supplemented to the date of such letter; PROVIDED, HOWEVER, that any delivery of any letter as required by this Section 7(d) due to the filing or effectiveness or a date that is no earlier than five business days of an SEC Periodic Report shall only be required to be delivered prior to the pricing date for the series of Notes issued immediately after 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 derived from the accounting records of the CompanySEC Periodic Report.

Subsequent Delivery of Comfort Letters. Reasonably promptly following the time of the CompanyGuarantor’s filing of each quarterly report on Form 10-Q and its annual report on Form 10-K, the Company or the Guarantor shall cause its the Guarantor’s independent auditor forthwith to furnish each Agent a letter, in form satisfactory to the Agents, of the same general tenor as the letter referred to in 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-Non- General Supplement) to the date of the filing of such quarterly 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 CompanyCompany and the Guarantor. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 0000 Xxx) or when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such letter is required by such Terms Agreement), the Company or the Guarantor shall cause its 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 filing with the SEC of such supplement or (B) the date of effectiveness of such amendment or (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 derived from the accounting records of the CompanyCompany and the Guarantor.

Subsequent Delivery of Comfort Letters. Reasonably promptly following the time of the CompanyGuarantor’s filing of each quarterly report on Form 10-Q and its annual report on Form 10-K, the Company or the Guarantor shall cause its the Guarantor’s independent auditor forthwith to furnish each Agent a letter, in form satisfactory to the Agents, of 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 quarterly 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 CompanyCompany and the Guarantor. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 0000 1000 Xxx) or when the Company sells Notes Securities to such Agent pursuant to a Terms Agreement (if such letter is required by such Terms Agreement), the Company or the Guarantor shall cause its 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 filing with the SEC of such supplement or (B) the date of effectiveness of such amendment or (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 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 derived from the accounting records of the CompanyCompany and the Guarantor.

Subsequent Delivery of Comfort Letters. Reasonably promptly following Each time that (i) the time Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information (other than by an amendment or supplement relating solely to the issuance and/or 22 23 offering of securities other than the Company’s filing Notes) or (ii) (if required in connection with the purchase of each quarterly report on Form 10-Q and its annual report on Form 10-KNotes from the Company by one or more Agents as principal) the Company sells Notes to one or more Agents as principal, the Company shall cause its independent auditor PricewaterhouseCoopers LLP forthwith to furnish each Agent a letter, in form satisfactory to the Agents, of the same general tenor as the letter referred to in Section 5(cAgent(s) 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 quarterly 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. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 0000 Xxx) or when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such letter is required by such Terms Agreement), the Company shall cause its independent auditor forthwith to furnish such Agent a letter, dated (i) no later than five business days following (A) the date of filing with the SEC of such supplement Commission or (B) the date of effectiveness of such amendment or (ii) no later than supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to such Agentthe Agent(s), of the same general tenor as the letter referred to in Section 5(c5(f) hereof but modified to relate to the Registration Statement, the Basic Statement and Prospectus and any applicable Prospectus, as amended and supplemented to the date of such letter; provided, however that in the case of an amendment or supplement referred to in clause (i) above, if the Company shall in good faith determine that it does not intend to be in the market during the three months after the date of filing of any such amendment or effectiveness or supplement, the Company may deliver to the Agents a notice, which shall be dated the date that is no earlier than five business days prior of delivery thereof to the Agents, to such saleeffect, in which event the obligation of the Company pursuant to clause (i) above with respect to such amendment or supplement shall be deemed suspended until the earlier of (x) such time as the case may be, Company so notifies the Agents that it wishes to re-enter the market and with (y) the next such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records amendment or supplement of the CompanyProspectus or the Registration Statement (provided that this clause (y) shall not prevent the Company from continuing to suspend its obligations under clause (i) above, in accordance with the procedures provided in this Section 8(d), at the time of such amendment or supplement).

Subsequent Delivery of Comfort Letters. Reasonably promptly following the time of the Company’s filing of each quarterly report on Form 10-Q and its annual report on Form 10-K, the Company shall cause its independent auditor forthwith to furnish each Agent a letter, in form satisfactory to the Agents, of the same general tenor as the letter referred to in 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 quarterly 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. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 0000 1000 Xxx) or when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such letter is required by such Terms Agreement), the Company shall cause its independent auditor forthwith to furnish such Agent a letter, dated (i) no later than five business days following (A) the date of filing with the SEC of such supplement or (B) the date of effectiveness of such amendment or (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 derived from the accounting records of the Company.