Common use of Subsequent Delivery of Certificates Clause in Contracts

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

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by a pricing supplement, an Excluded Supplement or by an amendment or supplement providing solely for a change in the interest rates inclusion of Notes or similar changesadditional financial information, andor, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities Securities other than the Notes), (ii) there is filed with the SEC Commission any Report on Form 10-K, (iii) there is filed with the Commission any document incorporated by reference into the Prospectus (other than any proxy or information statement or Current Report on Form 8- K), (iv) there is filed with the Commission any proxy or information statement that pertains to matters other than, or in addition to, an election of directors, the adoption of a benefit plan, the ratification of the Company's auditors or other routine housekeeping matters, (v) there is filed with the Commission any Current Report on Form 8-K relating exclusively containing information that is reasonably deemed by the Company to be materially adverse to the issuance business affairs or prospects of debt securities other than the Notes orCompany, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), or (iiivi) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents an Agent pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes")Agreement, the Company shall furnish or cause to be furnished to the Agents forthwith a certificate dated the date of filing with the SEC Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents, Agent to the effect that the statements contained in the certificate of the Company referred to in Section 5(b) hereof which were was last furnished to the Agents Agent are true and correct at the time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, that, if . In the Agents shall have suspended solicitation case of purchases of the Notes in their capacity as agents certificates to be furnished pursuant to a request from the Company(iii), and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (iv) or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days)(v) above, the Company may request that the Agents waive the requirement for the certificates, which request shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.unreasonably refused; (c)

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or similar changes, and, unless relating solely to the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Company by one or more Agents as principal) the Company sells Notes to one or more Agents pursuant to a Terms Agreement as principal or (iviii) the Company shall approve sells Notes in a form of Note for sale whose principal, premium, if any, or interest is determined not previously certified to the Agents by reference to any index, formula or other method (collectively, "Indexed Notes")the Company, the Company shall furnish or cause to be furnished to the Agents Agent(s), forthwith a certificate dated the date of filing with the SEC of such supplement Commission or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agents, Agent(s) to the effect that the statements contained in the certificate referred to in Section 5(b5(e) hereof which were last furnished to the Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)5(e) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, certificate (it being understood that, if in the Agents case of clause (ii) above, any such certificate shall have suspended solicitation of purchases also include a certification that there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise since the date of the agreement by such Agent(s) to purchase Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes Company 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 daysprincipal), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be is amended or supplemented (other than by (x) a Pricing Supplement, (y) the filing of a document incorporated by reference thereto or (z) an amendment or supplement providing solely for the establishment of or a change in in, the interest rates specific terms of a tranche of Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates relating exclusively to an offering of debt securities under the Registration Statement other than the Notes), ) or (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required waived pursuant to the terms of a applicable Terms Agreement) the Company sells Notes to one or more Distribution Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose as principal, premiumthen, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes")in each case, the Company shall furnish or cause to be furnished promptly to the Distribution Agents forthwith a certificate or the applicable Distribution Agent, as the case may be, certificates dated the date of such amendment or supplement, such filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such saleSettlement Date, as the case may be, in form reasonably satisfactory to the AgentsDistribution Agents or the applicable Distribution Agent, as the case may be, to the effect that the statements contained in the certificate certificates referred to in Section 5(b6(c) hereof which were last furnished to the Distribution Agents are true and correct at the time of such amendment, amendment or supplement, such filing or salethe Settlement Date, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus Prospectus, each as amended and supplemented at such time, and to such time the Disclosure Package at the Applicable Time relating thereto in respect of any Notes issued and provided that, if such certificate is provided on the date of sale sold pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changeforegoing clause (ii)) or, in lieu of any such certificatecertificates, a certificate certificates of the same tenor scope as the certificate corresponding certificates referred to in said Section 5(b6(c), modified as necessary to relate to the Registration Statement and the Prospectus Prospectus, each as amended and supplemented to at the time of delivery of such certificate; PROVIDED, HOWEVER, that, if and to the Agents shall have suspended solicitation Disclosure Package at the Applicable Time relating thereto in respect of purchases of the any Notes in their capacity as agents issued and sold 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 foregoing clause (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 daysii), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

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

Subsequent Delivery of Certificates. Each Reasonably promptly following the time that (i) of the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates Guarantor’s filing of Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report each quarterly report on Form 810-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report Q and its annual report on Form 810-K), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"), the Company and the Guarantor shall furnish or cause to be furnished to the Agents each Agent forthwith a certificate or certificates dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may bedelivery, in form satisfactory to the Agents, to the effect that the statements contained in the certificate or certificates referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such filing, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented to such time (other than by a Non-General Supplement)), or, in lieu of such certificate or certificates, a certificate or certificates of the same tenor as the certificate or certificates referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by a Non-General Supplement) to the time of delivery of such certificate. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the ▇▇▇▇ ▇▇▇) or when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such certificate or certificates are required by such Terms Agreement), the Company and the Guarantor shall furnish or cause to be furnished to such Agent forthwith a certificate or certificates dated the date of filing with the SEC of such supplement, the date of effectiveness of such amendment or the date of such sale, as the case may be, in form satisfactory to such Agent to the effect that the statements contained in the certificate or certificates referred to in Section 5(b) hereof which were last furnished to such Agent are true and correct at the time of amendment, supplement, filing supplement or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement Statement, the Basic Prospectus and the Prospectus any applicable Prospectus, as amended and supplemented to such time time, and provided thatany applicable Disclosure Package), if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Change) or, in lieu of such certificatecertificate or certificates, a certificate or certificates of the same tenor as the certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement Statement, such Basic Prospectus and the Prospectus any such Prospectus, as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more AgentsDisclosure Package.

Subsequent Delivery of Certificates. Each Subject to the provisions of Section 4(k) hereof, each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or a supplement providing solely for a change in the establishment of the interest rates rates, maturity or price of Notes or similar changesterms, and, unless the Agents shall otherwise reasonably specify, and other than by an amendment or supplement that which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes), (ii) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K 8‑K relating exclusively to the issuance of debt securities under the Registration Statement other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iiiNotes) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premiumAgreement, if any, requested by the Agents or interest is determined by reference counsel to any index, formula or other method (collectively, "Indexed Notes")the Agents, the Company shall furnish or cause to be furnished to the Agents forthwith a certificate dated the date of filing with the SEC 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, Agents to the effect that the statements contained in the certificate referred to in Section 5(b5(c) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b5(c), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDEDprovided, HOWEVERhowever, that, that if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation it does not intend to be in the market for up to three months after the date of purchases filing of any such amendment or supplement, the Company may deliver to the Agents a notice to such effect, in which event the request of the Notes should Agents received by the Company with respect to such amendment or supplement shall be resumed or shall subsequently deemed withdrawn until such time as the Company notifies the Agents that it wishes to re-enter into a new Terms Agreement with one or more Agentsthe market.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement or an amendment or other supplement providing solely for a change in the interest rates of the Notes or similar changes, and, unless changes in other terms of the Agents shall otherwise reasonably specify, other than by Notes or (ii) an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or a Current Report on Form 8-K relating exclusively to the issuance unless delivery of debt securities other than the Notes or, unless a certificate is reasonably requested by the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iiiwith respect to such filing) (if required pursuant to incorporated by reference into the terms of a Terms Agreement) Prospectus or the Company sells Notes to one or more Agents an Agent pursuant to a Terms Agreement or (iv) Agreement, the Company shall approve a form terms of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes")which so require, the Company shall use its best efforts to furnish or cause to be furnished to the Agents forthwith a certificate dated or to the date of filing with Agent party to the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such saleTerms Agreement, as the case may be, promptly following such amendment, supplement or filing or on the Settlement Date with respect to such Terms Agreement, as the case may be, a certificate in form satisfactory to counsel for the Agents, Agents to the effect that the statements contained in the certificate referred to in Section 5(b5(d) hereof hereof, which were was last furnished to the Agents Agents, are true and correct at the time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b5(d), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, that in the case of any such amendment or supplement that relates to Notes which are indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index, such certificate shall state that, if the Agents shall have suspended solicitation for purposes 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)certificate, the Company phrase "or with respect to Notes which are to be indexed or linked to any currency, composite currency, commodity, equity index or similar index" appearing in the second sentence of Section 1(a)(viii) hereof shall be deemed not be obligated so to furnish the Agents apply with a certificate or certificates until respect to 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 AgentsNotes.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented or a new Registration Statement is used by the Company with respect to the Notes or there is filed with the Commission any annual report on Form 10-K incorporated by reference into the Prospectus (other than by an amendment or supplement providing solely for a change in the interest rates of Notes or a change in the aggregate principal amount of Notes remaining to be sold or similar changes, and, unless the Agents shall otherwise reasonably specify, changes or other than by an amendment amendment, supplement or supplement that relates exclusively document relating solely to an offering of debt securities other than the NotesNotes or a post-effective amendment solely containing exhibits to the Registration Statement), ; (ii) the Company sells Notes to any Agent pursuant to a Terms Agreement, and the Agent so requests; and (iii) there is filed with the SEC Commission any document quarterly report on Form 10-Q or periodic report on Form 8-K incorporated by reference into the Prospectus (other than and any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise Agent reasonably specify, any other Report on Form 8-K), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes")requests, the Company shall furnish or cause to be furnished to the Agents forthwith (in the case of clause (i)), the Agent(s) party to the Terms Agreement (in the case of clause (ii)) or the requesting Agent(s) (in the case of clause (iii)) promptly a certificate dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents, such Agent(s) to the effect that the statements contained in the certificate certificates referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement, amendment or supplement or filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided thator the new Registration Statement, if such certificate is provided on as the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changecase may be) or, in lieu of such certificate, a certificate certificates of the same tenor as the certificate certificates referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatecertificates or the new Registration Statement, as the case may be; PROVIDEDprovided, HOWEVERhowever, that, if that the Company shall not be required to furnish any certificates to any Agents pursuant to this paragraph at a time when the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from instructions of the Company, and none of the Agents if no Agent shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to under a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.;

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

Subsequent Delivery of Certificates. Each time that At (i) each time that the Registration Statement or the Base Prospectus shall be amended or supplemented (other than by (A) an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by and (B) an amendment deemed to have occurred as a result of a periodic filing by the Company, Global Funding or supplement that relates exclusively to any Issuing Trust under the 1934 Act or the 1934 Act Regulations, except any quarterly report of the Company on Form 10-Q or any annual report of the Company on Form 10-K (any such report, an offering of debt securities other than the Notes“SEC Periodic Report”)), and (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively each Settlement Date, Global Funding shall, and agrees to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required pursuant to the terms of a Terms Agreement) cause the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principalto, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"), the Company shall furnish or cause to be furnished to the Agents Agents, forthwith a certificate dated the date of filing with the SEC of such supplement Commission or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agents, Agents to the effect that the statements contained in the certificate referred to in Section 5(bSections 7(c) and 7(d) hereof which were last furnished to the Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)Sections 7(c) and 7(d) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, certificate (it being understood that, if in the Agents case of clause (ii) above, any such certificate shall have suspended solicitation of purchases also include a certification that there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Notes in their capacity Company and its subsidiaries considered as agents pursuant to a request from one enterprise or of Global Funding or any Issuing Trust since the Company, and none date 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, agreement by such Agent has held to purchase Notes from such Issuing Trust as principal); provided, however, that any delivery of certificates as required by this Section 9(b) due to the filing of an SEC Periodic Report shall only be required to be delivered prior to the pricing date for such Issuing Trust’s Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until issued immediately after 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 AgentsSEC Periodic Report.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement, the Previous Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or similar changes, and, unless relating solely to the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless except as provided below, an amendment or supplement by the Agents shall otherwise reasonably specify, filing of any other Report on Form 8-Kdocument incorporated by reference), (iiiii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Company by one or more Agents as principal) the Company sells Notes to one or more Agents as principal, (iii) the Company files with the Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q, a Current Report on Form 8-K which contains financial information required to be set forth in or incorporated by reference into the Prospectus pursuant to a Terms Agreement Item 11 of Form S-3 under the Securities Act or, upon the reasonable request of the Agents, any other Report on Form 8-K, or (iv) the Company shall approve sells Notes in a form of Note for sale whose principal, premium, if any, or interest is determined not previously certified to the Agents by reference to any index, formula or other method (collectively, "Indexed Notes")the Company, the Company shall furnish or cause to be furnished to the Agents Agent(s), forthwith a certificate dated the date of filing with the SEC of such supplement Commission or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agents, Agent(s) to the effect that the statements contained in the certificate referred to in Section 5(b5(c) hereof which were last furnished to the Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement, the Previous Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)5(c) hereof, modified as necessary to relate to the Registration Statement, the Previous Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, certificate (it being understood that, if in the Agents case of clause (ii) above, any such certificate shall have suspended solicitation of purchases also include a certification that there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise since the date of the agreement by such Agent(s) to purchase Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes Company 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 daysprincipal), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by a Pricing Supplement or an amendment or supplement providing solely for a change in the interest rates of rate or formula applicable to the Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, and other than by an amendment or supplement that which relates exclusively to an offering the issuance of debt securities other than the Notes), (ii) there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes orK, unless the Agents Agent shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes by the Agent as principal) the Company sells Notes to one or more Agents pursuant to a Terms Agreement the Agent as principal or (iv) the Company shall approve issues and sells Notes in a form of Note for sale whose principal, premium, if any, or interest is determined not previously certified to the Agent by reference to any index, formula or other method (collectively, "Indexed Notes")the Company, the Company shall (unless the Agent shall otherwise specify) furnish or cause to be furnished to the Agents Agent forthwith a certificate dated the date of filing with the SEC Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents, Agent to the effect that the statements contained in the certificate referred to in Section 5(b5(c) hereof which were last furnished to the Agents Agent are true and correct at the time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)5(c) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, certificate (it being understood that, if in the Agents case of clause (iii) above, any such certificate shall have suspended solicitation of purchases also include a certification that there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as a whole since the date of the agreement by the Agent to purchase Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes Company 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 daysprincipal), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (A) an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by and (B) an amendment deemed to have occurred as a result of a periodic filing by the Company, Global Funding or supplement that relates exclusively to any Issuing Trust under the 1934 Act or the 1934 Act Regulations, except any quarterly report of the Company on Form 10-Q or any annual report of the Company on Form 10-K (any such report, an offering of debt securities other than the Notes“SEC Periodic Report”)), and (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from an Issuing Trust by one or more Agents as principal) the Company an Issuing Trust sells Notes to one or more Agents pursuant to a Terms Agreement as principal or (iviii) the Company shall approve an Issuing Trust sells Notes in a form of Note for sale whose principal, premium, if any, or interest is determined not previously certified to the Agents by reference to any index, formula or other method (collectively, "Indexed Notes")such Issuing Trust, the Company shall furnish or cause to be furnished to the Agents Agents, forthwith a certificate dated the date of filing with the SEC of such supplement Commission or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agents, Agents to the effect that the statements contained in the certificate referred to in Section 5(b7(d) hereof of the Distribution Agreement which were last furnished to the Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)7(d) of the Distribution Agreement, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, certificate (it being understood that, if in the Agents case of clause (ii) above, any such certificate shall have suspended solicitation of purchases also include a certification that there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise since the date of the agreement by such Agent to purchase Notes in their capacity as agents pursuant to a request from the Companyrelevant Issuing Trust as principal); provided, and none however, that any delivery of certificates as required by this Section 4(b) due to the Agents filing of an SEC Periodic Report shall then hold any only be required to be delivered prior to the pricing date for Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, issued immediately after such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more AgentsSEC Periodic Report.

Subsequent Delivery of Certificates. Each time that At (i) each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by (A) an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by and (B) an amendment deemed to have occurred as a result of a periodic filing by the Company, Global Funding or supplement that relates exclusively to any Issuing Trust under the 1934 Act or the 1934 Act Regulations, except any quarterly report of the Company on Form 10-Q or any annual report of the Company on Form 10-K (any such report, an offering of debt securities other than the Notes"SEC PERIODIC REPORT")), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively each Settlement Date, Global Funding shall, and agrees to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required pursuant to the terms of a Terms Agreement) cause the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principalto, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"), the Company shall furnish or cause to be furnished to the Agents Agents, forthwith a certificate dated the date of filing with the SEC of such supplement Commission or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agents, Agents to the effect that the statements contained in the certificate referred to in Section 5(bSections 6(c) and 6(d) hereof which were last furnished to the Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)Sections 6(c) and 6(d) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatecertificate (it being understood that, in the case of clause (ii) above, any such certificate shall also include a certification that there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise or of Global Funding or any Issuing Trust since the date of the agreement by such Agent to purchase Notes from such Issuing Trust as principal); PROVIDED, HOWEVER, that, if that any delivery of certificates as required by this Section 8(b) due to the Agents filing of an SEC Periodic Report shall have suspended solicitation of purchases of only be required to be delivered prior to the pricing date for such Issuing Trust's 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, issued immediately after such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more AgentsSEC Periodic Report.

Subsequent Delivery of Certificates. Each time that (i) the Company files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q that is incorporated by reference into the Prospectus, (ii) if required by the Selling Agents, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates rates, maturity dates or other terms of Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by changes or an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(d) of a Terms this Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"), the Company shall furnish or cause to be furnished to the Selling Agents forthwith a certificate of the Company, signed by any Senior Vice President or Treasurer of the Company dated the later of (x) the date of filing with the SEC Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form satisfactory to the Agents, Selling Agents to the effect that the statements contained in the certificate referred to in Section 5(b4(c) hereof of this Agreement which were was last furnished to the Selling Agents are true and correct at the such time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b4(c), modified as necessary to relate to the Registration Statement Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED. If such certificate is delivered pursuant to clause (iii) above at the request of a Selling Agent, HOWEVER, that, if such certificate shall also relate to the Agents shall have suspended solicitation of purchases applicable Disclosure Package as of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentsapplicable Initial Sale Time.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates of Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, changes and other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (iiNotes or an offering of preferred stock of the Company or its subsidiaries) or there is filed with the SEC any document incorporated by reference into the Prospectus (other than (i) any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than or preferred stock under the Notes or, Registration Statement or (ii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iiiAgents) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents an Agent pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes")Agreement, the Company shall furnish or cause to be furnished to the Agents (or, in the case of a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith a certificate certificates dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the AgentsAgents or such Agent, as the case may be, to the effect that the statements contained in the certificate certificates referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificatecertificates, a certificate certificates of the same tenor as the certificate certificates referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentscertificates.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement, (ii) an amendment or supplement providing solely for a change in the interest rates of Notes or a change in the principal amount of Notes remaining to be sold or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by changes or (iii) an amendment or supplement that relates relating exclusively to an offering of debt securities other than the Notes), (ii) or there is filed with the SEC any document incorporated by reference into in the Prospectus (other than (x) any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, or (y) unless the Agents shall otherwise reasonably specifyrequested by any Agent, any other Current Report on Form 8-K)K filed by the Company under Items 1.01, (iii2.01, 2.03, 5.02, 5.03, 5.04, 5.05, 5.07, 8.01 or 9.01 thereof) (or, if required pursuant to the terms of a Terms Agreement) , the Company sells Notes to one or more Agents an Agent pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes")Agreement, the Company shall furnish or cause to be furnished to the Agents forthwith a certificate dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, amendment or the date of Settlement Date relating to such saleTerms Agreement, as the case may be, in form satisfactory to the Agents, Agents to the effect that the statements contained in the certificate referred to in Section 5(b) hereof which were that was last furnished to the Agents are true and correct at the time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, to the General Disclosure Package if such certificate is provided on the date in connection with a sale of sale Notes pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Change) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatecertificate and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreement; PROVIDEDprovided, HOWEVERhowever, that, that if the Agents shall have Company has suspended solicitation of purchases of the Notes in their capacity as agents through the Agents pursuant to a request from the CompanySection 3(a) hereof, and none of the Agents shall then not 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)principal, the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that 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 one or more Agentsan Agent.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be is amended or supplemented (other than excluding a Pricing Supplement), including through the filing of an annual report on Form 10-K or interim report on Form 10-Q or, if such delivery is requested by an amendment or supplement providing solely for a change in Agent, any other document under the interest rates of Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes)Exchange Act, (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant an Agent as principal and in connection therewith such delivery has been agreed to a Terms Agreement by the Company and such Agent, or (iviii) the Company shall approve issues and sells Notes in a form of Note for sale whose principal, premium, if any, or interest is determined not previously certified to the Agents by reference to any index, formula or other method (collectively, "Indexed Notes")the Company, the Company shall furnish or cause to be furnished promptly to the Agents forthwith a certificate or the applicable Agent, as the case may be, certificates dated the date of filing with the SEC of such amendment or supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form reasonably satisfactory to the AgentsAgents or the applicable Agent, as the case may be, to the effect that the statements contained in the certificate certificates referred to in Section 5(b5(c) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement, filing amendment or supplement or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus Prospectus, each as amended and supplemented at such time, and to such time the Disclosure Package at the Applicable Time relating thereto in respect of any Notes issued and provided that, if such certificate is provided on the date of sale sold pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(iforegoing clauses (ii) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changeor (iii)) or, in lieu of any such certificatecertificates, a certificate certificates of the same tenor as the certificate corresponding certificates referred to in said Section 5(b5(c), modified as necessary to relate to the Registration Statement and the Prospectus Prospectus, each as amended and supplemented to at the time of delivery of such certificate; PROVIDED, HOWEVER, that, if and to the Agents shall have suspended solicitation Disclosure Package at the Applicable Time relating thereto in respect of purchases of the any Notes in their capacity as agents issued and sold 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 foregoing clauses (ii) or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days(iii), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by a Pricing Supplement or an amendment or supplement providing solely for a change in the interest rates of Notes rate or formula applicable to the Securities or similar changes, and, unless the Agents shall otherwise reasonably specify, and other than by an amendment or supplement that which relates exclusively to an offering the issuance of debt securities other than the NotesSecurities), (ii) there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes orK, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementSecurities by one or more Agents as principal) the Company Operating Partnership sells Notes Securities to one or more Agents pursuant to a Terms Agreement as principal or (iv) the Company shall approve Operating Partnership issues and sells Securities in a form of Note for sale whose principal, premium, if any, or interest is determined not previously certified to the Agents by reference to any index, formula or other method (collectively, "Indexed Notes")the Partnerships, the Company Partnerships shall furnish or cause to be furnished to the Agents Agent(s) forthwith a certificate dated the date of filing with the SEC Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents, Agent(s) to the effect that the statements contained in the certificate referred to in Section 5(b5(c) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)5(c) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, certificate (it being understood that, if in the Agents case of clause (iii) above, any such certificate shall have suspended solicitation of purchases also include a certification that there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Notes in their capacity Simon DeBartolo Entities considered as agents pursuant one enterprise since t▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇greement by such Agent(s) to a request purchase Securities from the Company, and none of the Agents shall then hold any Notes Operating Partnership 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 daysprincipal), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Certificates. Each time that (i) the ----------------------------------- Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or similar changes, and, unless relating solely to the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Company by one or more Agents as principal) the Company sells Notes to one or more Agents pursuant to a Terms Agreement as principal or (iviii) the Company shall approve sells Notes in a form of Note for sale whose principal, premium, if any, or interest is determined not previously certified to the Agents by reference to any index, formula or other method (collectively, "Indexed Notes")the Company, the Company shall furnish or cause to be furnished to the Agents Agent(s), forthwith a certificate dated the date of filing with the SEC of such supplement Commission 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 Agents, Agent(s) to the effect that the statements contained in the certificate referred to in Section 5(b5(c) hereof which were last furnished to the Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)5(c) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, certificate (it being understood that, if in the Agents case of clause (ii) above, any such certificate shall have suspended solicitation of purchases also include a certification that there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise since the date of the agreement by such Agent(s) to purchase Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes Company 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 daysprincipal), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Certificates. Each Reasonably promptly following the time that (i) of the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates Guarantor’s filing of Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report each quarterly report on Form 810-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report Q and its annual report on Form 810-K), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"), the Company and the Guarantor shall furnish or cause to be furnished to the Agents each Agent forthwith a certificate or certificates dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may bedelivery, in form satisfactory to the Agents, to the effect that the statements contained in the certificate or certificates referred to in Section SECTION 5(b) hereof which were last furnished to the Agents are true and correct at the time of such filing, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented to such time (other than by a Non-General Supplement)), or, in lieu of such certificate or certificates, a certificate or certificates of the same tenor as the certificate or certificates referred to in said SECTION 5(b), modified as necessary to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by a Non-General Supplement) to the time of delivery of such certificate. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 1▇▇▇ ▇▇▇) or when the Company sells Securities to such Agent pursuant to a Terms Agreement (if such certificate or certificates are required by such Terms Agreement), the Company and the Guarantor shall furnish or cause to be furnished to such Agent forthwith a certificate or certificates dated the date of filing with the SEC of such supplement, the date of effectiveness of such amendment or the date of such sale, as the case may be, in form satisfactory to such Agent to the effect that the statements contained in the certificate or certificates referred to in SECTION 5(b) hereof which were last furnished to such Agent are true and correct at the time of amendment, supplement, filing supplement or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement Statement, the Basic Prospectus and the Prospectus any applicable Prospectus, as amended and supplemented to such time time, and provided thatany applicable Disclosure Package), if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Change) or, in lieu of such certificatecertificate or certificates, a certificate or certificates of the same tenor as the certificate referred to in said Section SECTION 5(b), modified as necessary to relate to the Registration Statement Statement, such Basic Prospectus and the Prospectus any such Prospectus, as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more AgentsDisclosure Package.

Subsequent Delivery of Certificates. Each time that At (i) each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by (A) an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by and (B) an amendment deemed to have occurred as a result of a periodic filing by the Company, Global Funding or supplement that relates exclusively to any Issuing Trust under the 1934 Act or the 1934 Act Regulations, except any quarterly report of the Company on Form 10-Q or any annual report of the Company on Form 10-K (any such report, an offering of debt securities other than the Notes"SEC Periodic Report")), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively each Settlement Date, Global Funding shall, and agrees to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required pursuant to the terms of a Terms Agreement) cause the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principalto, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"), the Company shall furnish or cause to be furnished to the Agents Agents, forthwith a certificate dated the date of filing with the SEC of such supplement Commission or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agents, Agents to the effect that the statements contained in the certificate referred to in Section 5(bSections 6(c) and 6(d) hereof which were last furnished to the Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)Sections 6(c) and 6(d) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, certificate (it being understood that, if in the Agents case of clause (ii) above, any such certificate shall have suspended solicitation of purchases also include a certification that there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Notes in their capacity Company and its subsidiaries considered as agents pursuant to a request from one enterprise or of Global Funding or any Issuing Trust since the Company, and none date 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, agreement by such Agent has held to purchase Notes from such Issuing Trust as principal); provided, however, that any delivery of certificates as required by this Section 8(b) due to the filing of an SEC Periodic Report shall only be required to be delivered prior to the pricing date for such Issuing Trust's Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until issued immediately after 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 AgentsSEC Periodic Report.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or similar changes, and, unless relating solely to the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Operating Partnership by one or more Agents as principal) the Company Operating Partnership sells Notes to one or more Agents pursuant to a Terms Agreement as principal or (iviii) the Company shall approve Operating Partnership sells Notes in a form of Note for sale whose principal, premium, if any, or interest is determined not previously certified to the Agents by reference to any index, formula or other method (collectively, "Indexed Notes")the Operating Partnership, the Company Operating Partnership shall furnish or cause to be furnished to the Agents Agent(s), forthwith a certificate dated the date of filing with the SEC of such supplement Commission or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agents, Agent(s) to the effect that the statements contained in the certificate referred to in Section 5(b5(c) hereof which were last furnished to the Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and 19 the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)5(c) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, certificate (it being understood that, if in the Agents case of clause (ii) above, any such certificate shall have suspended solicitation of purchases also include a certification that there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Duke Group considered as one enterprise since the date of the agreement by such Agent(s) to purchase Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes Operating Partnership 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 daysprincipal), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by except for an amendment or supplement providing solely for limited to information as to the offering or sale of a change in particular tranche of Notes) or a new Registration Statement is used by the interest rates of Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively Company with respect to an offering of debt securities other than the Notes), and (ii) there is filed with the SEC Commission any document annual report on Form 10-K, quarterly report on Form 10-Q or periodic report on Form 8-K incorporated by reference into the Prospectus (other than and any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise Agent reasonably specify, any other Report on Form 8-K), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes")requests, the Company shall furnish or cause to be furnished or otherwise make available to the Agents forthwith a certificate dated (in the date case of filing with the SEC of such supplement or document, the date of effectiveness of such amendmentclause (i)), or the date of such sale, as requesting Agent(s) (in the case may be, of clause (ii)) promptly a certificate in form satisfactory to the Agents, such Agent(s) to the effect that the statements contained in the certificate certificates referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement, amendment or supplement or filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided thator the new Registration Statement, if such certificate is provided on as the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changecase may be) or, in lieu of such certificate, a certificate certificates of the same tenor as the certificate certificates referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatecertificates or the new Registration Statement, as the case may be; PROVIDEDprovided, HOWEVERhowever, that, if that the Company shall not be required to furnish any certificates to any Agents pursuant to this paragraph at a time when the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from instructions of the Company, and none of the Agents if no Agent shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to under a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.;

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (A) an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by and (B) an amendment deemed to have occurred as a result of a periodic filing by the Company, Global Funding or supplement that relates exclusively to any Issuing Trust under the 1934 Act or the 1934 Act Regulations, except any quarterly report of the Company on Form 10-Q or any annual report of the Company on Form 10-K (any such report, an offering of debt securities other than the Notes"SEC PERIODIC REPORT")), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from an Issuing Trust by one or more Agents as principal) the Company an Issuing Trust sells Notes to one or more Agents pursuant to a Terms Agreement as principal or (iviii) the Company shall approve an Issuing Trust sells Notes in a form of Note for sale whose principal, premium, if any, or interest is determined not previously certified to the Agents by reference to any index, formula or other method (collectively, "Indexed Notes")such Issuing Trust, the Company shall furnish or cause to be furnished to the Agents Agents, forthwith a certificate dated the date of filing with the SEC of such supplement Commission or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agents, Agents to the effect that the statements contained in the certificate referred to in Section 5(b6(d) hereof of the Distribution Agreement which were last furnished to the Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)6(d) of the Distribution Agreement, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatecertificate (it being understood that, in the case of clause (ii) above, any such certificate shall also include a certification that there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise since the date of the agreement by such Agent to purchase Notes from the relevant Issuing Trust as principal); PROVIDED, HOWEVER, that, if that any delivery of certificates as required by this Section 4(b) due to the Agents filing of an SEC Periodic Report shall have suspended solicitation of purchases of only be required to be delivered prior to the pricing date for 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, issued immediately after such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more AgentsSEC Periodic Report.

Subsequent Delivery of Certificates. Each time that Except as otherwise provided in Section 3(l) hereof, each time: (i) the Company accepts a Terms Agreement requiring such updating provisions; (ii) the Company files with the Commission an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q that is incorporated by reference into the Prospectus; or (iii) if required by the Purchasing Agent after the Registration Statement Statement, any General Disclosure Package or the Prospectus shall be has been amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates rates, maturity dates or other terms of Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by changes or an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"), the Company shall furnish or cause to be furnished forthwith to the Agents forthwith Purchasing Agent a certificate of the Company, signed by a duly authorized officer of the Company dated the date specified in the applicable Terms Agreement or dated the date of filing with the SEC Commission of such supplement or document, document or the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents, Purchasing Agent to the effect that the statements contained in the certificate referred to in Section 5(b5(e) hereof which were was last furnished to the Agents Purchasing Agent are true and correct as of the date specified in the applicable Terms Agreement or at the time of such amendmentfiling, amendment or supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to to, as applicable, the Registration Statement Statement, the applicable General Disclosure Package and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b5(e), modified as necessary to relate to the Registration Statement Statement, the applicable General Disclosure Package and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement or an amendment or other supplement providing solely for a change in the interest rates of the Notes or similar changes, and, unless changes in other terms of the Agents shall otherwise reasonably specify, other than by Notes or (ii) an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or a Current Report on Form 8-K relating exclusively to the issuance unless delivery of debt securities other than the Notes or, unless a certificate is reasonably requested by the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iiiwith respect to such filing) (if required pursuant to incorporated by reference into the terms of a Terms Agreement) Prospectus or the Company sells Notes to one or more Agents an Agent pursuant to a Terms Agreement or (iv) Agreement, the Company shall approve a form terms of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes")which so require, the Company shall use its best efforts to furnish or cause to be furnished to the Agents forthwith a certificate dated or to the date of filing with Agent party to the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such saleTerms Agreement, as the case may be, promptly following such amendment, supplement or filing or on the Settlement Date with respect to such Terms Agreement, as the case may be, a certificate in form satisfactory to counsel for the Agents, Agents to the effect that the statements contained in the certificate referred to in Section 5(b5(d) hereof hereof, which were was last furnished to the Agents Agents, are true and correct at the time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b17 5(d), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, that in the case of any such amendment or supplement that relates to Notes which are indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index, such certificate shall state that, if the Agents shall have suspended solicitation for purposes 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)certificate, the Company phrase "or with respect to Notes which are to be indexed or linked to any currency, composite currency, commodity, equity index or similar index" appearing in the second sentence of Section 1(a)(viii) hereof shall be deemed not be obligated so to furnish the Agents apply with a certificate or certificates until respect to 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 AgentsNotes.

Subsequent Delivery of Certificates. Each At or promptly following the time that (i) of the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates Company’s filing of Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report each quarterly report on Form 810-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report Q and its annual report on Form 810-K), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"), the Company shall furnish or cause to be furnished to the Agents each Agent forthwith a certificate dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may bedelivery, in form satisfactory to the Agents, to the effect that the statements contained in the certificate referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement, filing or sale, as the case may befiling, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus Basic Prospectus, as amended and supplemented to such time and provided that(other than by a Non-General Supplement), if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Change) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by a Non-General Supplement) to the time of delivery of such certificate. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the ▇▇▇▇ ▇▇▇) or when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such certificate is required by such Terms Agreement), the Company shall furnish or cause to be furnished to such Agent forthwith a certificate dated the date of filing with the SEC of such supplement, the date of effectiveness of such amendment or the date of such sale, as the case may be, in form satisfactory to such Agent to the effect that the statements contained in the certificate referred to in Section 5(b) hereof which were last furnished to such Agent are true and correct at the time of amendment, supplement or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement, the Basic Prospectus and any applicable Prospectus, as amended and supplemented to such time, and any applicable Disclosure Package), or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement, such Basic Prospectus and any such Prospectus, as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more AgentsDisclosure Package.

Subsequent Delivery of Certificates. Each At or promptly following the time that (i) of the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates Company’s filing of Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report each quarterly report on Form 810-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report Q and its annual report on Form 810-K), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"), the Company shall furnish or cause to be furnished to the Agents each Agent forthwith a certificate dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents, to the effect that the statements contained in the certificate referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement, filing or sale, as the case may befiling, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus Basic Prospectus, as amended and supplemented to such time and provided that(other than by a Non-General Supplement), if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Change) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by a Non-General Supplement) to the time of delivery of such certificate. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the ▇▇▇▇ ▇▇▇) or when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such certificate is required by such Terms Agreement), the Company shall furnish or cause to be furnished to such Agent forthwith a certificate dated the date of filing with the SEC of such supplement, the date of effectiveness of such amendment or the date of such sale, as the case may be, in form satisfactory to such Agent to the effect that the statements contained in the certificate referred to in Section 5(b) hereof which were last furnished to such Agent are true and correct at the time of amendment, supplement or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement, the Basic Prospectus and any applicable Prospectus, as amended and supplemented to such time, and any applicable Disclosure Package), or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement, such Basic Prospectus and any such Prospectus, as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more AgentsDisclosure Package.

Subsequent Delivery of Certificates. Each time that Except as otherwise provided in Section III(o) hereof, each time: (i) the Company accepts a Terms Agreement requiring such updating provisions; (ii) the Company files with the SEC an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q that is incorporated by reference into the Prospectus; or (iii) if required by the Agents after the Registration Statement Statement, any Disclosure Package or the Prospectus shall be has been amended or supplemented (other NY2-736121 than by an amendment or supplement providing solely for a change in the interest rates rates, maturity dates or other terms of Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by changes or an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"), the Company shall furnish or cause to be furnished forthwith to the Agents forthwith a certificate of the Company, signed by a duly authorized officer of the Company dated the date specified in the applicable Terms Agreement or dated the date of filing with the SEC of such supplement or document, document or the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents, Agents to the effect that the statements contained in the certificate referred to in Section 5(bII(d) hereof which were was last furnished to the Agents are true and correct as of the date specified in the applicable Terms Agreement or at the time of such amendmentfiling, amendment or supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to to, as applicable, the Registration Statement Statement, the applicable Disclosure Package and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(bII(d), modified as necessary to relate to the Registration Statement Statement, the applicable Disclosure Package and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Certificates. Each Subject to the provisions of ------------------------------------ Section 4(k) hereof, each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or a supplement providing solely for a change in the establishment of the interest rates rates, maturity or price of Notes or similar changesterms, and, unless the Agents shall otherwise reasonably specify, and other than by an amendment or supplement that which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes), (ii) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities under the Registration Statement other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iiiNotes) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premiumAgreement, if any, requested by the Agents or interest is determined by reference counsel to any index, formula or other method (collectively, "Indexed Notes")the Agents, the Company shall furnish or cause to be furnished to the Agents forthwith a certificate dated the date of filing with the SEC 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, Agents to the effect that the statements contained in the certificate referred to in Section 5(b5(c) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b5(c), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDEDprovided, HOWEVERhowever, that, that if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation it does not intend to be in the market for up to three months after the date of purchases filing of any such amendment or supplement, the Company may deliver to the Agents a notice to such effect, in which event the request of the Notes should Agents received by the Company with respect to such amendment or supplement shall be resumed or shall subsequently deemed withdrawn until such time as the Company notifies the Agents that it wishes to re-enter into a new Terms Agreement with one or more Agentsthe market.

Subsequent Delivery of Certificates. Each Subject to the provisions of ----------------------------------- Section 4(k) hereof, each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or a supplement providing solely for a change in the establishment of the interest rates rates, maturity or price of Notes or similar changesterms, and, unless the Agents shall otherwise reasonably specify, and other than by an amendment or supplement that which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes), (ii) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities under the Registration Statement other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iiiNotes) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premiumAgreement, if any, requested by the Agents or interest is determined by reference counsel to any index, formula or other method (collectively, "Indexed Notes")the Agents, the Company shall furnish or cause to be furnished to the Agents forthwith a certificate dated the date of filing with the SEC 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, Agents to the effect that the statements contained in the certificate referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDEDprovided, HOWEVERhowever, that, that if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation it does not intend to be in the market for up to three months after the date of purchases filing of any such amendment or supplement, the Company may deliver to the Agents a notice to such effect, in which event the request of the Notes should Agents received by the Company with respect to such amendment or supplement shall be resumed or shall subsequently deemed withdrawn until such time as the Company notifies the Agents that it wishes to re-enter into a new Terms Agreement with one or more Agentsthe market.

Subsequent Delivery of Certificates. Each time that (i1) the Registration Statement Statement, the General Disclosure Package or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates of Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Registration Statement, the General Disclosure Package and the Prospectus (other than (i) any proxy statement amendment, supplement or document that is not required to be made available by the Company to the Purchasing Agent pursuant to Section 4(b) hereof, (ii) any Current Report on Form 8-K filed solely for the purpose of incorporating an exhibit by reference into another document, and (iii) any Quarterly Report on Form 10-Q relating exclusively to the issuance a presentation of debt securities other than the Notes orperiodic financial information (including management’s discussion and analysis), unless the Agents shall otherwise reasonably specify, any other a true and accurate summary of which has been previously filed in a Current Report on Form 8-K), if a certificate described below was delivered in connection with the filing on such Form 8-K) or (iii2) (if required pursuant to so agreed by the terms Company and the Purchasing Agent in connection with the purchase of a Terms AgreementNotes from the Company by the Purchasing Agent as principal) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose Purchasing Agent as principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"), then the Company shall furnish or cause to be furnished to the Agents Purchasing Agent forthwith a certificate dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the Agents, Purchasing Agent to the effect that the statements contained in the certificate referred to in Section 5(b) hereof which were last furnished to the Agents Purchasing Agent are true and correct at the time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement Statement, the General Disclosure Package and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement Statement, the General Disclosure Package and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDEDprovided, HOWEVERhowever, thatthat in the event that the sale of Notes whose principal, premium, if the Agents any, and/or interest payments are determined by reference to any index, formula or other method (“Indexed Notes”) shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from be authorized by the Company, such certificate shall also include as an exhibit thereto a true and none correct specimen of the Agents form of Indexed Notes being issued and shall then hold any Notes cover such other matters as principal purchased pursuant to a Terms Agreement (or if any the Purchasing Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentsmay reasonably request.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an Excluded Supplement or by an amendment or supplement providing solely for a change in the interest rates inclusion of Notes or similar changesadditional financial information, andor, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities Securities other than the Notes), or (ii) there is filed with the SEC Commission any Report on Form 10-K, or (iii) there is filed with the Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), or (iiiiv) there is filed with the Commission any Current Report on Form 8-K containing information that is reasonably deemed to be materially adverse to the business affairs or prospects of the Company, or (v) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents an Agent pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes")Agreement, the Company shall furnish or cause to be furnished to the Agents forthwith a certificate dated the date of filing with the SEC Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents, Agent to the effect that the statements contained in the certificate of the Company referred to in Section 5(b) hereof which were was last furnished to the Agents Agent are true and correct at the time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, that, if . In the Agents shall have suspended solicitation case of purchases of the Notes in their capacity as agents certificates to be furnished 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 (iii) or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days)(iv) above, the Company may request that the Agents waive the requirement for the certificates, which request shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.unreasonably refused; (c)

Subsequent Delivery of Certificates. Each time that (i1) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates of Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than (i) any proxy statement amendment, supplement or document that is not required to be made available by the Company to any Agent pursuant to Section 4(b), (ii) any Current Report on Form 8-K filed solely for the purpose of incorporating an exhibit by reference into another document, and (iii) any Quarterly Report on Form 10-Q relating exclusively to the issuance a presentation of debt securities other than the Notes orperiodic financial information (including management's discussion and analysis), unless the Agents shall otherwise reasonably specify, any other a true and accurate summary of which has been previously filed in a Current Report on Form 8-K), if a certificate described below was delivered in connection with the filing on such Form 8-K) or (iii2) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents an Agent pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"), then the Company shall furnish or cause to be furnished to the Agents forthwith a certificate dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the Agents, Agents to the effect that the statements contained in the certificate referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDEDprovided, HOWEVERhowever, thatthat in the event that the sale of Notes whose principal, premium, if the Agents any, and/or interest payments are determined by reference to any index, formula or other method ("Indexed Notes") shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from be authorized by the Company, such certificate shall also include as an exhibit thereto a true and none correct specimen of the Agents form of Indexed Notes being issued and shall then hold any Notes cover such other matters as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentsmay reasonably request.

Subsequent Delivery of Certificates. Each Reasonably promptly following each time that (i) the Company files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q that is incorporated by reference into the Prospectus, (ii) if required by BofAS, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement providing solely for a change in (A) changing the interest rates payment terms of Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that (B) which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless or (C) which the applicable Selling Agents shall otherwise reasonably specify, any other Report on Form 8-K), deem immaterial) or (iii) (if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms this Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"), the Company shall furnish or cause to be furnished to the Selling Agents forthwith a certificate dated of the Company, signed by the President, Treasurer, Secretary, or any Managing Director, any Director or Senior Vice President of the Company, or such other officer of the Company duly authorized by or pursuant to the authority of the Company’s board of directors and satisfactory to the Selling Agents or their counsel, dated, with respect to clause (i) above, the date of delivery of such certificate, or with respect to clause (ii) or (iii) above, the later of (x) the date of filing with the SEC Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form satisfactory to the Agents, Selling Agents to the effect that the statements contained in the certificate referred to in Section 5(b6(c) hereof of this Agreement which were was last furnished to the Selling Agents are true and correct at the such time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b6(c), modified as necessary to relate to the Registration Statement Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED. If such certificate is delivered pursuant to clause (iii) above at the request of a Selling Agent, HOWEVER, that, if such certificate shall also relate to the Agents shall have suspended solicitation of purchases applicable Disclosure Package as of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentsapplicable Initial Sale Time.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (A) an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by and (B) an amendment deemed to have occurred as a result of a periodic filing by the Company, Global Funding or supplement that relates exclusively to any Issuing Trust under the 1934 Act or the 1934 Act Regulations, except any quarterly report of the Company on Form 10-Q or any annual report of the Company on Form 10-K (any such report, an offering of debt securities other than the Notes"SEC Periodic Report")), and (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from an Issuing Trust by one or more Agents as principal) the Company an Issuing Trust sells Notes to one or more Agents pursuant to a Terms Agreement as principal or (iviii) the Company shall approve an Issuing Trust sells Notes in a form of Note for sale whose principal, premium, if any, or interest is determined not previously certified to the Agents by reference to any index, formula or other method (collectively, "Indexed Notes")such Issuing Trust, the Company shall furnish or cause to be furnished to the Agents Agents, forthwith a certificate dated the date of filing with the SEC of such supplement Commission or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agents, Agents to the effect that the statements contained in the certificate referred to in Section 5(b7(d) hereof of the Distribution Agreement which were last furnished to the Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)7(d) of the Distribution Agreement, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, certificate (it being understood that, if in the Agents case of clause (ii) above, any such certificate shall have suspended solicitation of purchases also include a certification that there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise since the date of the agreement by such Agent to purchase Notes in their capacity as agents pursuant to a request from the Companyrelevant Issuing Trust as principal); provided, and none however, that any delivery of certificates as required by this Section 4(b) due to the Agents filing of an SEC Periodic Report shall then hold any only be required to be delivered prior to the pricing date for Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, issued immediately after such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more AgentsSEC Periodic Report.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented or a new Registration Statement is used by the Company with respect to the Notes or there is filed with the Commission any annual report on Form 10-K incorporated by reference into the Prospectus (other than by an amendment or supplement providing solely for a change in the interest rates of Notes or a change in the aggregate principal amount of Notes remaining to be sold or similar changes, and, unless the Agents shall otherwise reasonably specify, changes or other than by an amendment amendment, supplement or supplement that relates exclusively document relating solely to an offering of debt securities other than the NotesNotes or a post-effective amendment solely containing exhibits to the Registration Statement), ; (ii) the Company sells Notes to the Purchasing Agent pursuant to a Terms Agreement, and the Purchasing Agent so requests; and (iii) there is filed with the SEC Commission any document quarterly report on Form 10-Q or periodic report on Form 8-K incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to and the issuance of debt securities other than the Notes or, unless the Agents shall otherwise Purchasing Agent reasonably specify, any other Report on Form 8-K), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes")requests, the Company shall furnish or cause to be furnished to the Agents forthwith promptly a certificate dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents, Purchasing Agent and such Agent(s) to the effect that the statements contained in the certificate certificates referred to in Section 5(b) hereof which were last furnished to the Purchasing Agent and the Agents are true and correct at the time of such amendment, supplement, amendment or supplement or filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided thator the new Registration Statement, if such certificate is provided on as the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changecase may be) or, in lieu of such certificate, a certificate certificates of the same tenor as the certificate certificates referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatecertificates or the new Registration Statement, as the case may be; PROVIDEDprovided, HOWEVERhowever, that, if that the Company shall not be required to furnish any certificates to the Purchasing Agent or any Agents pursuant to this paragraph at a time when the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from instructions of the Company, and if none of the Agents shall then hold any Notes purchased as principal purchased pursuant to a Terms Agreement (or if any from the Purchasing Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.;

Subsequent Delivery of Certificates. Each time that (i) the Company files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q that is incorporated by reference into the Prospectus, (ii) if required by the Selling Agents, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement providing solely for a change in (A) changing the interest rates payment terms of the Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that (B) which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless or (C) which the applicable Selling Agents shall otherwise reasonably specify, any other Report on Form 8-K), deem immaterial) or (iii) (if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms this Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"), the Company shall furnish or cause to be furnished to the Selling Agents forthwith a certificate of the Company, signed by the President, Treasurer, Secretary, or any Managing Director or Senior Vice President of the Company, or such other officer of the Company duly authorized by or pursuant to the authority of the Company’s board of directors and satisfactory to the Selling Agents or their counsel, dated the later of (x) the date of filing with the SEC Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form satisfactory to the Agents, Selling Agents to the effect that the statements contained in the certificate referred to in Section 5(b4(c) hereof of this Agreement which were was last furnished to the Selling Agents are true and correct at the such time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b4(c), modified as necessary to relate to the Registration Statement Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED. If such certificate is delivered pursuant to clause (iii) above at the request of a Selling Agent, HOWEVER, that, if such certificate shall also relate to the Agents shall have suspended solicitation of purchases applicable Disclosure Package as of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentsapplicable Initial Sale Time.

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

Subsequent Delivery of Certificates. Each Subject to the provisions of ----------------------------------- Section 4(k) hereof, each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or a supplement providing solely for a change in the establishment of the interest rates rates, maturity or price of Notes or similar changesterms, and, unless the Agents shall otherwise reasonably specify, and other than by an amendment or supplement that which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes), (ii) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities under the Registration Statement other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iiiNotes) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premiumAgreement, if any, requested by the Agents or interest is determined by reference counsel to any index, formula or other method (collectively, "Indexed Notes")the Agents, the Company shall furnish or cause to be furnished to the Agents forthwith a certificate dated the date of filing with the SEC 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, Agents to the effect that the statements contained in the certificate referred to in Section 5(b5(c) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b5(c), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDEDprovided, HOWEVERhowever, that, that if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation it does not intend to be in the market for up to three months after the date of purchases filing of any such amendment or supplement, the Company may deliver to the Agents a notice to such effect, in which event the request of the Notes should Agents received by the Company with respect to such amendment or supplement shall be resumed or shall subsequently deemed withdrawn until such time as the Company notifies the Agents that it wishes to re-enter into a new Terms Agreement with one or more Agentsthe market.

Subsequent Delivery of Certificates. Each time that (i) the Operating Partnership shall file a Form 10-K or Form 10-Q with the Commission, unless otherwise waived by the Agents, (ii) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for the determination of the variable terms of the Notes, the filing of a change in Form 10-K or Form 10-Q with the interest rates of Notes Commission or similar changes, and, unless relating solely to the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with if requested in writing by the SEC any document incorporated by reference into the Prospectus (other than any proxy statement Agent or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K)Agents, (iii) (if required pursuant to requested in writing by the terms of a Terms AgreementAgent or Agents) the Company Operating Partnership sells Notes to one or more Agents pursuant to a Terms Agreement as principal or (iv) the Company shall approve Operating Partnership sells Notes in a form of Note for sale whose principal, premium, if any, or interest is determined not previously certified to the Agents by reference to any index, formula or other method (collectively, "Indexed Notes")the Operating Partnership, the Company Operating Partnership shall furnish or cause to be furnished to the Agents Agent(s) forthwith a certificate dated the date of filing with the SEC of such supplement Commission or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agents, Agent(s) to the effect that the statements contained in the certificate referred to in Section 5(b6(e) hereof which were last furnished to the Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)6(e) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, certificate (it being understood that, if in the Agents case of clause (iii) above, any such certificate shall have suspended solicitation of purchases also include a certification that there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership and its Subsidiaries considered as one enterprise since the date of the agreement by such Agent(s) to purchase Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes Operating Partnership 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 daysprincipal), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Certificates. Each time that (i) the Operating Partnership shall file a Form 10-K or Form 10-Q with the Commission, unless otherwise waived by the Agents, (ii) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for the determination of the variable terms of the Notes, the filing of a change in Form 10-K or Form 10-Q with the interest rates of Notes Commission or similar changes, and, unless relating solely to the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated if requested in writing by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), or Agents (iii) (if required pursuant to requested in writing by the terms of a Terms AgreementAgent or Agents) the Company Operating Partnership sells Notes to one or more Agents pursuant to a Terms Agreement as principal or (iv) the Company shall approve Operating Partnership sells Notes in a form of Note for sale whose principal, premium, if any, or interest is determined not previously certified to the Agents by reference to any index, formula or other method (collectively, "Indexed Notes")the Operating Partnership, the Company Operating Partnership shall furnish or cause to be furnished to the Agents Agent(s) forthwith a certificate dated the date of filing with the SEC of such supplement Commission or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agents, Agent(s) to the effect that the statements contained in the certificate referred to in Section 5(b6(e) hereof which were last furnished to the Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)6(e) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, certificate (it being understood that, if in the Agents case of clause (iii) above, any such certificate shall have suspended solicitation of purchases also include a certification that there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership and its Subsidiaries considered as one enterprise since the date of the agreement by such Agent(s) to purchase Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes Operating Partnership 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 daysprincipal), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates of rate or formula applicable to the Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, and other than by an amendment or supplement that which relates exclusively to an offering the issuance of debt securities other than the Notes), (ii) there is filed with the SEC Commission any document incorporated by reference into the Registration Statement, the General Disclosure Package or the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-KNotes), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Company by one or more Agents as principal) the Company sells Notes to one such Agent or more Agents pursuant to a Terms Agreement as principal or (iv) if the Company shall approve issues and sells Notes in a form of Note for sale whose principal, premium, if any, or interest is determined not previously certified to the Agents by reference to any index, formula or other method (collectively, "Indexed Notes")the Company, the Company shall furnish or cause to be furnished to the Agents Agent(s), forthwith a certificate dated the date of filing with the SEC Commission of such supplement or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agents, Agent(s) to the effect that the statements contained in the certificate referred to in Section 5(b5(c) hereof which were last furnished to the Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement Statement, the General Disclosure Package and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)5(c) hereof, modified as necessary to relate to the Registration Statement Statement, the General Disclosure Package and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates of Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, changes and other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (iiNotes or an offering of preferred stock of the Guarantor or its subsidiaries) or there is filed with the SEC any document incorporated by reference into the Prospectus (other than (i) any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than or preferred stock under the Notes or, Registration Statement or (ii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iiiAgents) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents an Agent pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes")Agreement, the Company shall furnish or cause to be furnished to the Agents (or, in the case of a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith a certificate certificates dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the AgentsAgents or such Agent, as the case may be, to the effect that the statements contained in the certificate certificates referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificatecertificates, a certificate certificates of the same tenor as the certificate certificates referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentscertificates.

Subsequent Delivery of Certificates. Each Reasonably promptly following the time that (i) of the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates Company’s filing of Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report each quarterly report on Form 810-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report Q and its annual report on Form 810-K), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"), the Company shall furnish or cause to be furnished to the Agents each Agent forthwith a certificate dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may bedelivery, in form satisfactory to the Agents, to the effect that the statements contained in the certificate referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement, filing or sale, as the case may befiling, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus Basic Prospectus, as amended and supplemented to such time and provided that(other than by a Non-General Supplement)), if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Change) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by a Non-General Supplement) to the time of delivery of such certificate. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 1▇▇▇ ▇▇▇) or when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such certificate is required by such Terms Agreement), the Company shall furnish or cause to be furnished to such Agent forthwith a certificate dated the date of filing with the SEC of such supplement, the date of effectiveness of such amendment or the date of such sale, as the case may be, in form satisfactory to such Agent to the effect that the statements contained in the certificate referred to in Section 5(b) hereof which were last furnished to such Agent are true and correct at the time of amendment, supplement or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement, the Basic Prospectus and any applicable Prospectus, as amended and supplemented to such time, and any applicable Disclosure Package), or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement, such Basic Prospectus and any such Prospectus, as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more AgentsDisclosure Package.

Subsequent Delivery of Certificates. Each time that Except as otherwise provided in Section III(o) hereof, each time: (i) the Company accepts a Terms Agreement requiring such updating provisions; (ii) the Company files with the SEC an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q that is incorporated by reference into the Prospectus; or (iii) if required by the Agents after the Registration Statement Statement, any Disclosure Package or the Prospectus shall be has been amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates rates, maturity dates or other terms of Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by changes or an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"), the Company shall furnish or cause to be furnished forthwith to the Agents forthwith a certificate of the Company, signed by a duly authorized officer of the Company dated the date specified in the applicable Terms Agreement or dated the date of filing with the SEC of such supplement or document, document or the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents, Agents to the effect that the statements contained in the certificate referred to in Section 5(bII(d) hereof which were was last furnished to the Agents are true and correct as of the date specified in the applicable Terms Agreement or at the time of such amendmentfiling, amendment or supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to to, as applicable, the Registration Statement Statement, the applicable Disclosure Package and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)II(d) hereof, modified as necessary to relate to the Registration Statement Statement, the applicable Disclosure Package and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

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

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

Subsequent Delivery of Certificates. Each Reasonably promptly following each time that (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q that is incorporated by reference into the Prospectus, (ii) if required by the Selling Agents, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement providing solely for a change in (A) changing the interest rates payment terms of Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that (B) which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless or (C) which the applicable Selling Agents shall otherwise reasonably specify, any other Report on Form 8-K), deem immaterial) or (iii) (if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms this Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"), the Company and the Guarantor shall furnish or cause to be furnished to the Selling Agents forthwith a certificate dated of each of the Company and the Guarantor, signed by the President, Treasurer, Secretary or any Vice President of the Company and by any Managing Director, Director, Senior Vice President or the Treasurer of the Guarantor or such other officer of the Guarantor duly authorized by or pursuant to the authority of the Guarantor’s board of directors and satisfactory to the Selling Agents or their counsel, as applicable, dated, with respect to clause (i) above, the date of delivery of such certificate, or with respect to clause (ii) or (iii) above, the later of (x) the date of filing with the SEC Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form satisfactory to the Agents, Selling Agents to the effect that the statements contained in the certificate certificates referred to in Section 5(bSections 6(c) hereof and (d) of this Agreement which were was last furnished to the Selling Agents are true and correct at the such time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate certificates referred to in said Section 5(bSections 6(c) and (d), modified as necessary to relate to the Registration Statement Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED. If such certificate is delivered pursuant to clause (iii) above at the request of a Selling Agent, HOWEVER, that, if such certificate shall also relate to the Agents shall have suspended solicitation of purchases applicable Disclosure Package as of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentsapplicable Initial Sale Time.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (A) an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by and (B) an amendment deemed to have occurred as a result of a periodic filing by the Company, Global Funding or supplement that relates exclusively to any Issuing Trust under the 1934 Act or the 1934 Act Regulations, except any quarterly report of the Company on Form 10-Q or any annual report of the Company on Form 10-K (any such report, an offering of debt securities other than the Notes"SEC Periodic Report")), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from an Issuing Trust by one or more Agents as principal) the Company an Issuing Trust sells Notes to one or more Agents pursuant to a Terms Agreement as principal or (iviii) the Company shall approve an Issuing Trust sells Notes in a form of Note for sale whose principal, premium, if any, or interest is determined not previously certified to the Agents by reference to any index, formula or other method (collectively, "Indexed Notes")such Issuing Trust, the Company shall furnish or cause to be furnished to the Agents Agents, forthwith a certificate dated the date of filing with the SEC of such supplement Commission or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agents, Agents to the effect that the statements contained in the certificate referred to in Section 5(b6(d) hereof of the Distribution Agreement which were last furnished to the Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)6(d) of the Distribution Agreement, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, certificate (it being understood that, if in the Agents case of clause (ii) above, any such certificate shall have suspended solicitation of purchases also include a certification that there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise since the date of the agreement by such Agent to purchase Notes in their capacity as agents pursuant to a request from the Companyrelevant Issuing Trust as principal); provided, and none however, that any delivery of certificates as required by this Section 4(b) due to the Agents filing of an SEC Periodic Report shall then hold any only be required to be delivered prior to the pricing date for Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, issued immediately after such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more AgentsSEC Periodic Report.

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

Subsequent Delivery of Certificates. Each time that time: (i) the Guarantor files with the SEC an Annual Report on Form 20-F or any Report on Form 6-K containing annual or interim financial information; or (ii) after the Registration Statement Statement, any Disclosure Package or the Prospectus shall be has been amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates rates, maturity dates or other terms of Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by changes or an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively in each case to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if extent required pursuant to the terms of a applicable Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"), the Company and the Guarantor shall each furnish or cause to be furnished forthwith to the Agents forthwith a certificate of the Company or the Guarantor (as applicable), signed by the relevant authorized signatory or signatories of the Company or the Guarantor (as applicable) dated the date specified in the applicable Terms Agreement or dated the date of filing with the SEC of such supplement or document, document or the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form reasonably satisfactory to the Agents, Agents to the effect that the statements contained in the certificate referred to in Section 5(bII(d) hereof which were was last furnished to the Agents are true and correct as of the date specified in the applicable Terms Agreement or at the time of such amendmentfiling, amendment or supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement Statement, the Disclosure Package and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(bII(d), modified as necessary to relate to the Registration Statement Statement, the applicable Disclosure Package and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Certificates. Each Reasonably promptly following the time that (i) of the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates Company’s filing of Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report each quarterly report on Form 810-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report Q and its annual report on Form 810-K), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"), the Company shall furnish or cause to be furnished to the Agents each Agent forthwith a certificate dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may bedelivery, in form satisfactory to the Agents, to the effect that the statements contained in the certificate referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement, filing or sale, as the case may befiling, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus Basic Prospectus, as amended and supplemented to such time and provided that(other than by a Non-General Supplement)), if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Change) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by a Non-General Supplement) to the time of delivery of such certificate. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 1934 Act) or when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such certificate is required by such Terms Agreement), the Company shall furnish or cause to be furnished to such Agent forthwith a certificate dated the date of filing with the SEC of such supplement, the date of effectiveness of such amendment or the date of such sale, as the case may be, in form satisfactory to such Agent to the effect that the statements contained in the certificate referred to in Section 5(b) hereof which were last furnished to such Agent are true and correct at the time of amendment, supplement or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement, the Basic Prospectus and any applicable Prospectus, as amended and supplemented to such time, and any applicable Disclosure Package), or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement, such Basic Prospectus and any such Prospectus, as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more AgentsDisclosure Package.

Subsequent Delivery of Certificates. Each Reasonably promptly following each time that (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q that is incorporated by reference into the Prospectus, (ii) if required by BofAS, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement providing solely for a change in (A) changing the interest rates payment terms of Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that (B) which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless or (C) which the applicable Selling Agents shall otherwise reasonably specify, any other Report on Form 8-K), deem immaterial) or (iii) (if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms this Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"), the Company and the Guarantor shall furnish or cause to be furnished to the Selling Agents forthwith a certificate dated of each of the Company and the Guarantor, signed by the President, Treasurer, Secretary or any Vice President of the Company and by any Managing Director, Director, Senior Vice President or the Treasurer of the Guarantor or such other officer of the Guarantor duly authorized by or pursuant to the authority of the Guarantor’s board of directors and satisfactory to the Selling Agents or their counsel, as applicable, dated, with respect to clause (i) above, the date of delivery of such certificate, or with respect to clause (ii) or (iii) above, the later of (x) the date of filing with the SEC Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form satisfactory to the Agents, Selling Agents to the effect that the statements contained in the certificate certificates referred to in Section 5(bSections 6(c) hereof and (d) of this Agreement which were was last furnished to the Selling Agents are true and correct at the such time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate certificates referred to in said Section 5(bSections 6(c) and (d), modified as necessary to relate to the Registration Statement Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED. If such certificate is delivered pursuant to clause (iii) above at the request of a Selling Agent, HOWEVER, that, if such certificate shall also relate to the Agents shall have suspended solicitation of purchases applicable Disclosure Package as of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentsapplicable Initial Sale Time.

Subsequent Delivery of Certificates. Each time that (i1) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates of Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than (i) any proxy statement amendment, supplement or document that is not required to be made available by the Guarantor to any Agent pursuant to Section 4(b), (ii) any Current Report on Form 8-K filed solely for the purpose of incorporating an exhibit by reference into another document, and (iii) any Quarterly Report on Form 10-Q relating exclusively to the issuance a presentation of debt securities other than the Notes orperiodic financial information (including management's discussion and analysis), unless the Agents shall otherwise reasonably specify, any other a true and accurate summary of which has been previously filed in a Current Report on Form 8-K, if a certificate described below was delivered in connection with the filing on such Form 8-K)), or (iii2) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents an Agent pursuant to a Terms Agreement or (iv) then the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"), and the Company Guarantor shall furnish or cause to be furnished to the Agents forthwith a certificate dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the Agents, Agents to the effect that the statements contained in the certificate referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, thatthat in the event that the sale of Notes whose principal, premium, if any, and/or interest payments are determined by reference to any index, formula or other method ("Indexed Notes") shall be authorized by the Company and the Guarantor, such certificate shall also include as an exhibit thereto a true and correct specimen of the form of Indexed Notes being issued and shall cover such other matters as the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentsmay reasonably request.

Subsequent Delivery of Certificates. Each time that Except as otherwise provided in Section III(o) hereof, reasonably promptly following each time: (i) the Company accepts a Terms Agreement requiring such updating provisions; (ii) the Company files with the SEC an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q that is incorporated by reference into the Prospectus; or (iii) if required by the Agents after the Registration Statement Statement, any Disclosure Package or the Prospectus shall be has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement providing solely for a change in (A) changing the interest rates payment terms of the Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that (B)which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (ivC) which the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"applicable Agents deem immaterial), the Company shall furnish or cause to be furnished forthwith to the Agents forthwith a certificate of the Company, signed by a duly authorized officer of the Company dated the date specified in the applicable Terms Agreement or, with respect to clause (ii) above, dated the date of delivery of such certificate, or with respect to clause (iii) above, dated the date of filing with the SEC of such supplement or document, document or the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents, Agents to the effect that the statements contained in the certificate referred to in Section 5(bII(d) hereof which were was last furnished to the Agents are true and correct as of the date specified in the applicable Terms Agreement or at the time of such amendmentfiling, amendment or supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to to, as applicable, the Registration Statement Statement, the applicable Disclosure Package and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)II(d) hereof, modified as necessary to relate to the Registration Statement Statement, the applicable Disclosure Package and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Certificates. Each Reasonably promptly following each time that (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q that is incorporated by reference into the Prospectus, (ii) if required by BofAS, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by an amendment filing of a preliminary pricing supplement or supplement providing solely for a change in the interest rates of Notes Pricing Supplement or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that (A) changing the payment terms of the Program Securities or similar changes, (B) which relates exclusively to an offering of debt securities other than the Notes), Program Securities or (iiC) there is filed with which the SEC any document incorporated by reference into the Prospectus (other than any proxy statement applicable Selling Agents deem immaterial) or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Program Securities as principal pursuant to the terms Section 1(c) of a Terms this Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"), the Company and the Guarantor shall furnish or cause to be furnished to the Selling Agents forthwith a certificate dated of each of the Company and the Guarantor, signed by the President, Treasurer, Secretary or any Vice President of the Company and by the Treasurer, any Managing Director, any Director, any Senior Vice President or other Vice President of the Guarantor or such other officer of the Guarantor duly authorized by, or pursuant to the authority of, the Guarantor’s board of directors and satisfactory to the Selling Agents or their counsel, as applicable, dated, with respect to clause (i) above, the date of delivery of such certificate, or with respect to clause (ii) or (iii) above, the later of (x) the date of filing with the SEC Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form satisfactory to the Agents, Selling Agents to the effect that the statements contained in the certificate certificates referred to in Section 5(bSections 6(c) hereof and (d) of this Agreement which were was last furnished to the Selling Agents are true and correct at the such time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate certificates referred to in said Section 5(bSections 6(c) and (d), modified as necessary to relate to the Registration Statement Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED. If such certificate is delivered pursuant to clause (iii) above at the request of a Selling Agent, HOWEVER, that, if such certificate shall also relate to the Agents shall have suspended solicitation of purchases applicable Disclosure Package as of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentsapplicable Initial Sale Time.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement Statement, the General Disclosure Package or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates establishment of Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering specific terms of debt securities other than the any tranche of Notes), (ii) there is filed with the SEC any document incorporated by reference into the Registration Statement, the General Disclosure Package or the Prospectus (other than the filing of any proxy statement or Current Report on Form 8-K relating exclusively solely to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-Kan earnings statement under Rule 158), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents an Agent pursuant to a Terms Agreement Agreement, or (iv) the Company BPU shall approve a form authorize the issuance of Note for First Mortgage Bonds and the issuance and sale whose principalof Notes beyond the date of its previous authorization, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"), then the Company shall furnish or cause to be furnished to the Agents or such Agent, as the case may be, forthwith a certificate dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, or the soonest practicable date following such authorization, as the case may be, in form satisfactory to the AgentsAgents or such Agent, as the case may be, to the effect that the statements contained in the certificate referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement, filing filing, sale or saleauthorization, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement Statement, the General Disclosure Package and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on to the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu most recent authorization of the statement required in Section 5(b)(i) hereofBPU, state that since as the date of the applicable Terms Agreement there has not been any Material Adverse Changecase may be) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement Statement, the General Disclosure Package and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, that, if certificate and to the Agents shall have suspended solicitation of purchases most recent authorization of the Notes in their capacity as agents pursuant to a request from the CompanyBPU; provided, 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 Agreementhowever, such Agent has held such Notes for more than 180 days), that the Company shall not be obligated so required (except in the case of clause (iii) above) to furnish the Agents with a deliver such certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentsduring any Suspension Period.

Subsequent Delivery of Certificates. Each time that (i1) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates of Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than (i) any proxy statement amendment, supplement or document that is not required to be made available by the Company to any Agent pursuant to Section 4(b), (ii) any Current Report on Form 8-K filed solely for the purpose of incorporating an exhibit by reference into another document, and (iii) any Quarterly Report on Form 10-Q relating exclusively to the issuance a presentation of debt securities other than the Notes orperiodic financial information (including management's discussion and analysis), unless the Agents shall otherwise reasonably specify, any other a true and accurate summary of which has been previously filed in a Current Report on Form 8-K), if a certificate described below was delivered in connection with the filing on such Form 8-K) or (iii2) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents an Agent pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"), then the Company shall furnish or cause to be furnished to the Agents forthwith a certificate dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the Agents, Agents to the effect that the statements contained in the certificate referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, thatthat in the event that the sale of Notes whose principal, premium, if the Agents any, and/or interest payments are determined by reference to any index, formula or other method ("Indexed Notes") shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from be authorized by the Company, such certificate shall also include as an exhibit thereto a true and none correct specimen of the Agents form of Indexed Notes being issued and shall then hold any Notes cover such other matters as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentsmay reasonably request.

Subsequent Delivery of Certificates. Each time that At (i) each time that the Registration Statement or the Base Prospectus shall be amended or supplemented (other than by (A) an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by and (B) an amendment deemed to have occurred as a result of a periodic filing by the Company, Global Funding or supplement that relates exclusively to any Issuing Trust under the 1934 Act or the 1934 Act Regulations, except any quarterly report of the Company on Form 10-Q or any annual report of the Company on Form 10-K (any such report, an offering of debt securities other than the Notes"SEC Periodic Report")), and (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively each Settlement Date, Global Funding shall, and agrees to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required pursuant to the terms of a Terms Agreement) cause the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principalto, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"), the Company shall furnish or cause to be furnished to the Agents Agents, forthwith a certificate dated the date of filing with the SEC of such supplement Commission or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agents, Agents to the effect that the statements contained in the certificate referred to in Section 5(bSections 7(c) and 7(d) hereof which were last furnished to the Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)Sections 7(c) and 7(d) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, certificate (it being understood that, if in the Agents case of clause (ii) above, any such certificate shall have suspended solicitation of purchases also include a certification that there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Notes in their capacity Company and its subsidiaries considered as agents pursuant to a request from one enterprise or of Global Funding or any Issuing Trust since the Company, and none date 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, agreement by such Agent has held to purchase Notes from such Issuing Trust as principal); provided, however, that any delivery of certificates as required by this Section 9(b) due to the filing of an SEC Periodic Report shall only be required to be delivered prior to the pricing date for such Issuing Trust's Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until issued immediately after 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 AgentsSEC Periodic Report.

Subsequent Delivery of Certificates. Each time that Except as otherwise provided in Section 3(l) hereof, each time: (i) the Issuers accept a Terms Agreement requiring such updating provisions, or as otherwise may be requested by the Representative; (ii) the Company files with the Commission an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q that is incorporated by reference into the Prospectus; or (iii) if required by the Representative after the Registration Statement Statement, any General Disclosure Package or the Prospectus shall be has been amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates rates, maturity dates or other terms of Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by changes or an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"), the Company Issuers shall furnish or cause to be furnished forthwith to the Agents forthwith Agent a certificate of the Issuers, signed by duly authorized officers of the Issuers dated the date specified in the applicable Terms Agreement, or the date requested by the Representative, or dated the date of filing with the SEC Commission of such supplement or document, document or the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents, Representative to the effect that the statements contained in the certificate referred to in Section 5(b5(e) hereof which were was last furnished to the Agents Agent are true and correct as of the date specified in the applicable Terms Agreement or at the time of such amendmentfiling, amendment or supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to to, as applicable, the Registration Statement Statement, the applicable General Disclosure Package and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b5(e), modified as necessary to relate to the Registration Statement Statement, the applicable General Disclosure Package and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement, (ii) an amendment or supplement providing solely for a change in the interest rates of Notes or a change in the principal amount of Notes remaining to be sold or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by changes or (iii) an amendment or supplement that relates relating exclusively to an offering of debt securities other than the Notes), (ii) or there is filed with the SEC any document incorporated by reference into in the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes Notes) or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required pursuant to the terms of a Terms Agreement) , the Company sells Notes to one or more Agents an Agent pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes")Agreement, the Company shall furnish or cause to be furnished to the Agents forthwith a certificate dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, amendment or the date of such sale, as the case may be, in form satisfactory to the Agents, Agents to the effect that the statements contained in the certificate referred to in Section 5(b) hereof which that were last furnished to the Agents are true and correct at the time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDEDprovided, HOWEVERhowever, that, 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 not 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)principal, the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that 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 one or more Agentsan Agent.

Subsequent Delivery of Certificates. Each time that Except as otherwise provided in Section III(o) hereof, reasonably promptly following each time: (i) the Company accepts a Terms Agreement requiring such updating provisions; (ii) the Company files with the SEC an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q that is incorporated by reference into the Prospectus; or (iii) if required by the Agents after the Registration Statement Statement, any Disclosure Package or the Prospectus shall be has been amended or supplemented (other than by filing of a Preliminary Pricing Supplement or a Pricing Supplement or by an amendment or supplement providing solely for a change in (A) changing the interest rates payment terms of the Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that (B) which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (ivC) which the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"applicable Agents deem immaterial), the Company shall furnish or cause to be furnished forthwith to the Agents forthwith a certificate of the Company, signed by a duly authorized officer of the Company dated the date specified in the applicable Terms Agreement or, with respect to clause (ii) above, dated the date of delivery of such certificate, or with respect to clause (iii) above, dated the date of filing with the SEC of such supplement or document, document or the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents, Agents to the effect that the statements contained in the certificate referred to in Section 5(bII(d) hereof which were was last furnished to the Agents are true and correct as of the date specified in the applicable Terms Agreement or at the time of such amendmentfiling, amendment or supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to to, as applicable, the Registration Statement Statement, the applicable Disclosure Package and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)II(d) hereof, modified as necessary to relate to the Registration Statement Statement, the applicable Disclosure Package and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Certificates. Each Reasonably promptly following the time that (i) of the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates Guarantor’s filing of Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report each quarterly report on Form 810-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report Q and its annual report on Form 810-K), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"), the Company and the Guarantor shall furnish or cause to be furnished to the Agents each Agent forthwith a certificate or certificates dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may bedelivery, in form satisfactory to the Agents, to the effect that the statements contained in the certificate or certificates referred to in Section ‎Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such filing, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented to such time (other than by a Non-General Supplement)), or, in lieu of such certificate or certificates, a certificate or certificates of the same tenor as the certificate or certificates referred to in said ‎Section 5(b), modified as necessary to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by a Non-General Supplement) to the time of delivery of such certificate. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 1934 Act) or when the Company sells Securities to such Agent pursuant to a Terms Agreement (if such certificate or certificates are required by such Terms Agreement), the Company and the Guarantor shall furnish or cause to be furnished to such Agent forthwith a certificate or certificates dated the date of filing with the SEC of such supplement, the date of effectiveness of such amendment or the date of such sale, as the case may be, in form satisfactory to such Agent to the effect that the statements contained in the certificate or certificates referred to in ‎Section 5(b) hereof which were last furnished to such Agent are true and correct at the time of amendment, supplement, filing supplement or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement Statement, the Basic Prospectus and the Prospectus any applicable Prospectus, as amended and supplemented to such time time, and provided thatany applicable Disclosure Package), if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Change) or, in lieu of such certificatecertificate or certificates, a certificate or certificates of the same tenor as the certificate referred to in said Section ‎Section 5(b), modified as necessary to relate to the Registration Statement Statement, such Basic Prospectus and the Prospectus any such Prospectus, as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more AgentsDisclosure Package.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus Offering Memorandum shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or similar changes, and, unless any deemed amendment pursuant to the Agents shall otherwise reasonably specify, other than by an amendment filing of any report and definitive proxy or supplement that relates exclusively information statement of the Company with the Securities and Exchange Commission (the "SEC") pursuant to an offering the requirements of debt securities other than the NotesExchange Act), or (ii) there is filed if agreed to by each of the Indenture Parties, the Company and the applicable Initial Purchasers in the applicable Terms Agreement in connection with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required pursuant to the terms purchase of a Terms Agreement) Tranche of Notes from the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) Issuer by such Initial Purchasers, each of the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"), Indenture Parties and the Company shall furnish or cause to be furnished to the Agents applicable Initial Purchasers, forthwith a certificate dated the date of filing with the SEC of such supplement amendment or documentsupplement, the date of effectiveness of such amendmentas applicable, or the date of such sale, as the case may be, in form reasonably satisfactory to the Agents, Initial Purchasers to the effect that the statements contained in the certificate certificates referred to in Section 5(b6(d)and Section 6(e) hereof which were last furnished to the Agents Initial Purchasers are true and correct at the effective time of such amendment, amendment or supplement, filing as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus Offering Memorandum as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)6(d) and Section 6(e) hereof, as applicable, modified as necessary to relate to the Registration Statement and the Prospectus Offering Memorandum as amended and supplemented to the time of delivery of such certificatecertificate (it being understood that, in the case of clause (ii) above, any such certificate shall also include a certification that there has been no material adverse change in the condition, financial or otherwise, or in the earnings or business affairs of the Company and its Subsidiaries considered as one enterprise or of the applicable Indenture Party since the date of the applicable Terms Agreement; PROVIDEDprovided, HOWEVERhowever, that, if unless otherwise agreed with 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 daysapplicable Initial Purchaser(s), any delivery of certificates as required by this Section 7(a) due to an event described in clause (i) above shall only be required to be delivered prior to the Company shall not be obligated so to furnish pricing date for the Agents with a certificate or certificates until Tranche of Notes issued immediately after 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 Agentsevent described in clause (i) above.

Subsequent Delivery of Certificates. Each Reasonably promptly following each time that (i) the Company files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q that is incorporated by reference into the Prospectus, (ii) if required by BofAS, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement providing solely for a change in (A) changing the interest rates payment terms of the Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that (B) which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless or (C) which the applicable Selling Agents shall otherwise reasonably specify, any other Report on Form 8-K), deem immaterial) or (iii) (if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms this Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"), the Company shall furnish or cause to be furnished to the Selling Agents forthwith a certificate dated of the Company, signed by the Treasurer, any Managing Director, any Director, any Senior Vice President or other Vice President of the Company, or such other officer of the Company duly authorized by, or pursuant to the authority of, the Company’s board of directors and satisfactory to the Selling Agents or their counsel, dated, with respect to clause (i) above, the date of delivery of such certificate, or with respect to clause (ii) or (iii) above, the later of (x) the date of filing with the SEC Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form satisfactory to the Agents, Selling Agents to the effect that the statements contained in the certificate referred to in Section 5(b4(c) hereof of this Agreement which were was last furnished to the Selling Agents are true and correct at the such time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b4(c), modified as necessary to relate to the Registration Statement Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED. If such certificate is delivered pursuant to clause (iii) above at the request of a Selling Agent, HOWEVER, that, if such certificate shall also relate to the Agents shall have suspended solicitation of purchases applicable Disclosure Package as of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentsapplicable Initial Sale Time.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented by a filing under the 1933 Act (other than by an amendment or supplement providing solely for a change in the interest rates of Notes or similar changes, Pricing Supplement and, unless the Agents any Agent shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC Commission under the 1934 Act any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than under the Notes orRegistration Statement or to quarterly or annual financial results of the Company, in each case unless the Agents any Agent shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required pursuant to the terms of a Terms Agreement) , the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) if specifically requested by the Agent or Agents to or through whom the Notes are issued and sold, the Company shall approve a form of Note for sale whose principal, premium, if any, issues and sells Notes through or to one or more Agents bearing interest is determined by reference to any index, an interest rate basis or formula or other method (collectively, "Indexed Notes")not described in the Prospectus in the form first filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, the Company shall furnish or cause to be furnished to the Agents forthwith a certificate certificate, dated the date of filing with the SEC Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents, Agents to the effect that the statements contained in the certificate referred to in Section 5(b5(c) hereof which were was last furnished to the Agents are true and correct at the time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b5(c), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, certificate (it being understood that, if in the Agents case of clause (iii) above, any such certificate shall have suspended solicitation also include a certification that there has been no material adverse change or any development or event involving a prospective material adverse change in the business, financial condition or results of purchases operations of the Notes Company and its subsidiaries taken as a whole, whether or not arising in their capacity as agents pursuant to a request from the Companyordinary course of business, and none since the date 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 applicable Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (x) an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes (including the filing of any Pricing Supplement) or similar changes, and, unless relating solely to the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (iiy) there is filed with unless otherwise expressly and reasonably requested by the SEC any document incorporated by reference into Agent, the Prospectus (other than any proxy statement or filing of the Company's Current Report Reports on Form 8-K relating exclusively to with the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required Commission pursuant to the terms 1934 Act or (z) amendments or supplements relating to earnings statements or other general public interim or annual financial statement information to the extent not included in the Company's Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K filed with the Commission pursuant to the 1934 Act), unless, subject to the immediately following sentence, the Company has suspended the solicitation of a Terms Agreementoffers to purchase Notes pursuant to Section 3(b) hereof, (ii) the Company sells Notes to one or more Agents the Agent as principal and solely to the extent reasonably requested by the Agent and specified pursuant to a Section 3(a) hereof in the applicable Terms Agreement or (iviii) the Company shall approve sells Notes in a form of Note for sale whose principal, premium, if any, or interest is determined not previously certified to the Agent by reference to any index, formula or other method (collectively, "Indexed Notes")the Company, the Company shall furnish or cause to be furnished to the Agents Agent, forthwith a certificate dated the date of filing with the SEC of such supplement Commission 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 Agents, Agent to the effect that the statements contained in the certificate referred to in Section 5(b5(c) hereof which were last furnished to the Agents Agent are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)5(c) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, certificate (it being understood that, if in the Agents case of clause (ii) above, any such certificate shall also include a certification that there has been no Material Adverse Effect since the date of the agreement by the Agent to purchase Notes from the Company as principal). In the 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 purchases of the offers to purchase 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)Section 3(b) hereof, the Company shall not be obligated so to furnish the Agents with a certificate or certificates until fulfill any such obligations at such time that as the Company shall determine has advised the Agent that solicitation of purchases of the Notes should may be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentspursuant to Section 3(b) hereof.

Subsequent Delivery of Certificates. Each time that (i) there is filed with the Commission any Quarterly Report on Form 10-Q or Annual Report on Form 10-K incorporated by reference into the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates of Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes)Prospectus, (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Company by the Purchasing Agent as principal) the Company sells Notes to one or more Agents pursuant to the Purchasing Agent as principal (iii) at such times as may reasonably be requested by the Purchasing Agent in the event of a Terms Agreement material change in circumstances in respect of the Company or (iv) the Company shall approve sells Notes in a form of Note for sale whose principal, premium, if any, or interest is determined not previously certified to the Purchasing Agent by reference to any index, formula or other method (collectively, "Indexed Notes")the Company, the Company shall furnish or cause to be furnished to the Agents Purchasing Agent, forthwith a certificate dated the date of filing with the SEC of such supplement Commission or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agents, Purchasing Agent to the effect that the statements contained in the certificate referred to in Section 5(b5(c) hereof which were last furnished to the Agents Purchasing Agent are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)5(c) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, certificate (it being understood that, if in the Agents case of clause (ii) above, any such certificate shall have suspended solicitation of purchases also include a certification that, except as set forth or contemplated in the Prospectus, there has been no Material Adverse Effect since the date of the agreement by the Purchasing Agent to purchase Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes Company 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 daysprincipal), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Certificates. Each Reasonably promptly following each time that (i) the Company files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q that is incorporated by reference into the Prospectus, (ii) if required by the Selling Agents, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement providing solely for a change in (A) changing the interest rates payment terms of the Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that (B) which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless or (C) which the applicable Selling Agents shall otherwise reasonably specify, any other Report on Form 8-K), deem immaterial) or (iii) (if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms this Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"), the Company shall furnish or cause to be furnished to the Selling Agents forthwith a certificate dated of the Company, signed by the President, Treasurer, Secretary, or any Managing Director, any Director or Senior Vice President of the Company, or such other officer of the Company duly authorized by or pursuant to the authority of the Company’s board of directors and satisfactory to the Selling Agents or their counsel, dated, with respect to clause (i) above, the date of delivery of such certificate, or with respect to clause (ii) or (iii) above, the later of (x) the date of filing with the SEC Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form satisfactory to the Agents, Selling Agents to the effect that the statements contained in the certificate referred to in Section 5(b4(c) hereof of this Agreement which were was last furnished to the Selling Agents are true and correct at the such time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b4(c), modified as necessary to relate to the Registration Statement Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED. If such certificate is delivered pursuant to clause (iii) above at the request of a Selling Agent, HOWEVER, that, if such certificate shall also relate to the Agents shall have suspended solicitation of purchases applicable Disclosure Package as of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentsapplicable Initial Sale Time.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement, (ii) an amendment or supplement providing solely for a change in the interest rates of Notes or a change in the principal amount of Notes remaining to be sold or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by changes or (iii) an amendment or supplement that relates relating exclusively to an offering of debt securities other than the Notes), (ii) or there is filed with the SEC any document incorporated by reference into in the Prospectus (other than (x) any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, or (y) unless the Agents shall otherwise reasonably specifyrequested by any Agent, any other Current Report on Form 8-K)K filed by the Company under Items 5.02, (iii5.03, 5.04 or 5.05 thereof) (or, if required pursuant to the terms of a Terms Agreement) , the Company sells Notes to one or more Agents an Agent pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes")Agreement, the Company shall furnish or cause to be furnished to the Agents forthwith a certificate dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, amendment or the date of Settlement Date relating to such saleTerms Agreement, as the case may be, in form satisfactory to the Agents, Agents to the effect that the statements contained in the certificate referred to in Section 5(b) hereof which were that was last furnished to the Agents are true and correct at the time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, to the General Disclosure Package if such certificate is provided on the date in connection with a sale of sale Notes pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Change) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatecertificate and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreement; PROVIDEDprovided, HOWEVERhowever, that, that if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the CompanyCompany pursuant to Section 4(l) hereof, and none of the Agents shall then not 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)principal, the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that 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 one or more Agents.an Agent.^

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

Subsequent Delivery of Certificates. Each time that (i) the ----------------------------------- Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement, (ii) an amendment or supplement providing solely for a change in the interest rates of Notes or a change in the principal amount of Notes remaining to be sold or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by changes or (iii) an amendment or supplement that relates relating exclusively to an offering of debt securities other than the Notes), (ii) or there is filed with the SEC any document incorporated by reference into in the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes Notes) or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required pursuant to the terms of a Terms Agreement) , the Company sells Notes to one or more Agents an Agent pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes")Agreement, the Company shall furnish or cause to be furnished to the Agents forthwith a certificate dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, amendment or the date of such sale, as the case may be, in form satisfactory to the Agents, Agents to the effect that the statements contained in the certificate referred to in Section 5(b) hereof which that were last furnished to the Agents are true and correct at the time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDEDprovided, HOWEVERhowever, that, 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 not 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)principal, the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that 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 one or more Agentsan Agent.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates of Notes or similar changesPricing Supplement, and, unless the Agents shall otherwise reasonably specify, and other than by filing a document incorporated by reference into the Prospectus (which is hereinafter addressed) or by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes)) or, (ii) except as set forth in the next sentence, there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement Prospectus, or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents the Purchasing Agent pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes")Agreement, the Company shall furnish or cause to be furnished to the Agents Purchasing Agent forthwith a certificate dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents, Purchasing Agent to the effect that the statements contained in the certificate referred to in Section 5(b) hereof which were last furnished to the Agents Purchasing Agent are true and correct at the time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, that, if . If any document other than an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q is filed with the Agents shall have suspended solicitation of purchases of SEC and incorporated by reference into 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)Prospectus, the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time Purchasing Agent agrees that the Company shall determine that solicitation will be required to deliver a certificate pursuant to this subsection only after delivery of purchases of such certificate is requested by the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more AgentsPurchasing Agent.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement or an amendment or other supplement providing solely for a change in the interest rates of the Notes or similar changes, and, unless changes in other terms of the Agents shall otherwise reasonably specify, other than by Notes or (ii) an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or a Current Report on Form 8-K relating exclusively to the issuance unless delivery of debt securities other than the Notes or, unless a certificate is reasonably requested by the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iiiwith respect to such filing) (if required pursuant to incorporated by reference into the terms of a Terms Agreement) Prospectus or the Company sells Notes to one or more Agents an Agent pursuant to a Terms Agreement or (iv) Agreement, the Company shall approve a form terms of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes")which so require, the Company shall use its best efforts to furnish or cause to be furnished to the Agents forthwith a certificate dated or to the date of filing with Agent party to the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such saleTerms Agreement, as the case may be, promptly following such amendment, supplement or filing or on the Settlement Date with respect to such Terms Agreement, as the case may be, a certificate in form satisfactory to counsel for the Agents, Agents to the effect that the statements contained in the certificate referred to in Section 5(b5(d) hereof hereof, which were was last furnished to the Agents Agents, are true and correct at the time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b5(d), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDEDprovided, HOWEVERhowever, that in the case of any such amendment or supplement that relates to Notes which are indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index, such certificate shall state that, if the Agents shall have suspended solicitation for purposes 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)certificate, the Company phrase "or with respect to Notes which are to be indexed or linked to any currency, composite currency, commodity, equity index or similar index" appearing in the second sentence of Section 1(a)(viii) hereof shall be deemed not be obligated so to furnish the Agents apply with a certificate or certificates until respect to 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 AgentsNotes.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or similar changes, and, unless relating solely to the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with including an amendment effected by the SEC any filing of a document incorporated by reference into the Registration Statement or Prospectus (other than any proxy statement or Current Report 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 exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, information provided pursuant to such item 5 and any other Report on Form 8-Ksuch exhibit attached to such report), or (iii) (if required pursuant to the terms of a Terms Agreementii) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose as principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"), the Company shall furnish or cause to be furnished to the Agents Agent(s), forthwith a certificate dated the date of filing with the SEC of such supplement Commission or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agents, Agent(s) to the effect that the statements contained in the certificate referred to in Section 5(b5(c) hereof which were last furnished to the Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)5(c) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatecertificate (it being understood that, in the case of clause (ii) above, any such certificate shall also include a certification that there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries taken as a whole since the date of the agreement by such Agent(s) to purchase Notes from the Company as principal); PROVIDEDprovided, HOWEVERhowever, thatthat in the case of an amendment or supplement referred to in clause (i) above, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall in good faith determine that solicitation it does not intend to be in the market during the three months after the date of purchases filing of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.any such

Subsequent Delivery of Certificates. Each Reasonably promptly following each time that (i) the Company files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q that is incorporated by reference into the Prospectus, (ii) if required by BofAS, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement providing solely for a change in (A) changing the interest rates payment terms of the Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that (B) which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless or (C) which the applicable Selling Agents shall otherwise reasonably specify, any other Report on Form 8-K), deem immaterial) or (iii) (if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms this Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"), the Company shall furnish or cause to be furnished to the Selling Agents forthwith a certificate dated of the Company, signed by the President, Treasurer, Secretary, or any Managing Director, any Director or Senior Vice President of the Company, or such other officer of the Company duly authorized by or pursuant to the authority of the Company’s board of directors and satisfactory to the Selling Agents or their counsel, dated, with respect to clause (i) above, the date of delivery of such certificate, or with respect to clause (ii) or (iii) above, the later of (x) the date of filing with the SEC Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form satisfactory to the Agents, Selling Agents to the effect that the statements contained in the certificate referred to in Section 5(b4(c) hereof of this Agreement which were was last furnished to the Selling Agents are true and correct at the such time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b4(c), modified as necessary to relate to the Registration Statement Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED. If such certificate is delivered pursuant to clause (iii) above at the request of a Selling Agent, HOWEVER, that, if such certificate shall also relate to the Agents shall have suspended solicitation of purchases applicable Disclosure Package as of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentsapplicable Initial Sale Time.

Subsequent Delivery of Certificates. Each time that (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q that is incorporated by reference into the Prospectus, (ii) if required by the Selling Agents, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement providing solely for a change in (A) changing the interest rates payment terms of Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that (B) which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless or (C) which the applicable Selling Agents shall otherwise reasonably specify, any other Report on Form 8-K), deem immaterial) or (iii) (if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms this Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"), the Company and the Guarantor shall furnish or cause to be furnished to the Selling Agents forthwith a certificate of each of the Company and the Guarantor, signed by the President, Treasurer, Secretary or any Vice President of the Company and by any Senior Vice President or Treasurer of the Guarantor, as applicable, dated the later of (x) the date of filing with the SEC Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form satisfactory to the Agents, Selling Agents to the effect that the statements contained in the certificate certificates referred to in Section 5(bSections 6(c) hereof and (d) of this Agreement which were was last furnished to the Selling Agents are true and correct at the such time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate certificates referred to in said Section 5(bSections 6(c) and (d), modified as necessary to relate to the Registration Statement Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED. If such certificate is delivered pursuant to clause (iii) above at the request of a Selling Agent, HOWEVER, that, if such certificate shall also relate to the Agents shall have suspended solicitation of purchases applicable Disclosure Package as of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentsapplicable Initial Sale Time.

Subsequent Delivery of Certificates. Each time that (i) the ----------------------------------- Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or similar changes, and, unless relating solely to the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Company by one or more Agents as principal) the Company sells Notes to one or more Agents pursuant to a Terms Agreement as principal or (iviii) the Company shall approve sells Notes in a form of Note for sale whose principal, premium, if any, or interest is determined not previously certified to the Agents by reference to any index, formula or other method (collectively, "Indexed Notes")the Company, the Company shall furnish or cause to be furnished to the Agents Agent(s), forthwith a certificate dated the date of filing with the SEC of such supplement Commission or document, the date of effectiveness of such amendment, or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agents, Agent(s) to the effect that the statements contained in the certificate referred to in Section 5(b5(c) hereof which were last furnished to the Agents are true and correct at the time of such amendment, filing or effectiveness of such amendment or supplement, filing as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)5(c) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, certificate (it being understood that, if in the Agents case of clause (ii) above, any such certificate shall have suspended solicitation of purchases also include a certification that there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise since the date of the agreement by such Agent(s) to purchase Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes Company 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 daysprincipal), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

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

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates of Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) or there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than Notes under the Notes orRegistration Statement, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iii) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents an Agent pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes")Agreement, the Company shall furnish or cause to be furnished to the Agents such Agent forthwith a certificate dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents, such Agent to the effect that the statements contained in the certificate referred to in Section 5(b5(d) hereof which were was last furnished to the Agents such Agent are true and correct at the time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b5(d), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Certificates. Each time that (i) the S-1 Registration Statement, S-3 Registration Statement or the Prospectus shall be amended or supplemented (other than by (A) an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by and (B) an amendment deemed to have occurred as a result of a periodic filing by the Company or supplement that relates exclusively to the Trust under the 1934 Act or the 1934 Act Regulations, except any quarterly report of the Company or Trust on Form 10-Q or any annual report of the Company or the Trust on Form 10-K (any such report, an offering of debt securities other than the Notes"SEC Periodic Report")), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Trust by one or more Agents as principal) the Company Trust sells Notes to one or more Agents pursuant to a Terms Agreement as principal or (iviii) the Company shall approve Trust sells Notes in a form of Note for sale whose principal, premium, if any, or interest is determined not previously certified to the Agents by reference to any index, formula or other method (collectively, "Indexed Notes")the Trust, the Trust shall, and the Trust agrees to cause the Company shall to, furnish or cause to be furnished to the Agents Agents, forthwith a certificate dated the date of filing with the SEC of such supplement Commission or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agents, Agents to the effect that the statements contained in the certificate referred to in Section 5(bSections 5(c) and 5(d) hereof which were last furnished to the Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the S-1 Registration Statement, the S-3 Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)Sections 5(c) and 5(d) hereof, modified as necessary to relate to the S-1 Registration Statement, the S-3 Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatecertificate (it being understood that, in the case of clause (ii) above, any such certificate shall also include a certification that there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise or of the Trust since the date of the agreement by such Agent to purchase Notes from the Trust as principal); PROVIDED, HOWEVER, that, if that any delivery of certificates as required by this Section 7(b) due to the Agents filing of an SEC Periodic Report shall have suspended solicitation only be required to be delivered prior to the pricing date for the series 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, issued immediately after such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more AgentsSEC Periodic Report.

Subsequent Delivery of Certificates. Each time that ----------------------------------- (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or similar changes, and, unless relating solely to the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Company by one or more Agents as principal) the Company sells Notes to one or more Agents pursuant to a Terms Agreement as principal or (iviii) the Company shall approve sells Notes in a form of Note for sale whose principal, premium, if any, or interest is determined not previously certified to the Agents by reference to any index, formula or other method (collectively, "Indexed Notes")the Company, the Company shall furnish or cause to be furnished to the Agents Agent(s), forthwith a certificate dated the date of filing with the SEC of such supplement Commission 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 Agents, Agent(s) to the effect that the statements contained in the certificate referred to in Section 5(b5(c) hereof which were last furnished to the Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)5(c) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, certificate (it being understood that, if in the Agents case of clause (ii) above, any such certificate shall have suspended solicitation of purchases also include a certification that there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise since the date of the agreement by such Agent(s) to purchase Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes Company 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 daysprincipal), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates of Notes or similar changes, Pricing Supplement and, unless the Agents any Agent shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than under the Notes orRegistration Statement or to quarterly or annual financial results of the Company, in each case unless the Agents any Agent shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required pursuant to the terms of a Terms Agreement) , the Company sells Notes to one an Agent or more Agents pursuant to a Terms Agreement or (iv) if specifically requested by the Agent to or through whom the Notes are issued and sold, the Company shall approve a form of Note for sale whose principal, premium, if any, issues and sells Notes through or to an Agent bearing interest is determined by reference to any index, an interest rate basis or formula or other method (collectively, "Indexed Notes")not described in the Prospectus in the form first filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, the Company shall furnish or cause to be furnished to the Agents forthwith a certificate certificate, dated the date of filing with the SEC Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents, Agents to the effect that the statements contained in the certificate referred to in Section 5(b) hereof which were was last furnished to the Agents are true and correct at the time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Certificates. Each time that (i) the S-3 Registration Statement or the Prospectus shall be amended or supplemented (other than by (A) an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by and (B) an amendment deemed to have occurred as a result of a periodic filing by the Company or supplement that relates exclusively to the Trust under the 1934 Act or the 1934 Act Regulations, except any quarterly report of the Company or Trust on Form 10-Q or any annual report of the Company or the Trust on Form 10-K (any such report, an offering of debt securities other than the Notes"SEC PERIODIC REPORT")), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Trust by one or more Agents as principal) the Company Trust sells Notes to one or more Agents pursuant to a Terms Agreement as principal or (iviii) the Company shall approve Trust sells Notes in a form of Note for sale whose principal, premium, if any, or interest is determined not previously certified to the Agents by reference to any index, formula or other method (collectively, "Indexed Notes")the Trust, the Company shall furnish or cause to be furnished to the Agents Agents, forthwith a certificate dated the date of filing with the SEC of such supplement Commission or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to the Agents, Agents to the effect that the statements contained in the certificate referred to in Section 5(b5(d) hereof of the Distribution Agreement which were last furnished to the Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the S-3 Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)5(d) of the Distribution Agreement, modified as necessary to relate to the S-3 Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatecertificate (it being understood that, in the case of clause (ii) above, any such certificate shall also include a certification that there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise since the date of the agreement by such Agent to purchase Notes from the Trust as principal); PROVIDED, HOWEVER, that, if that any delivery of certificates as required by this Section 4(b) due to the Agents filing of an SEC Periodic Report shall have suspended solicitation only be required to be delivered prior to the pricing date for the series 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, issued immediately after such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more AgentsSEC Periodic Report.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or similar changes, and, unless relating solely to the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless the Agents shall otherwise reasonably specify, any other Report on Form 8-K), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Company by one or more Agents as principal) the Company sells Notes to one or more Agents pursuant to a Terms Agreement as principal or (iviii) the Company shall approve sells Notes in a form of Note for sale whose principal, premium, if any, or interest is determined not previously certified to the Agents by reference to any index, formula or other method (collectively, "Indexed Notes")the Company, the Company shall furnish or cause to be furnished to the Agents Agent(s), forthwith a certificate dated the date of filing with the SEC of such supplement Commission 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 Agents, Agent(s) to the effect that the statements contained in the certificate referred to in Section 5(b5(c) hereof which were last furnished to the Agents are true and correct at the time of the filing or effectiveness of such amendment, amendment or supplement, filing as applicable, or the time of such sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b)5(c) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER, certificate (it being understood that, if in the Agents case of clause (ii) above, any such certificate shall have suspended solicitation of purchases also include a certification that there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise since the date of the agreement by such Agent(s) to purchase Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes Company 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 daysprincipal), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Certificates. Each Reasonably promptly following each time that (i) the Company files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q that is incorporated by reference into the Prospectus, (ii) if required by BofAS, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement providing solely for a change in (A) changing the interest rates payment terms of Notes or similar changes, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that (B) which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or, unless or (C) which the applicable Selling Agents shall otherwise reasonably specify, any other Report on Form 8-K), deem immaterial) or (iii) (if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms this Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Note for sale whose principal, premium, if any, or interest is determined by reference to any index, formula or other method (collectively, "Indexed Notes"), the Company shall furnish or cause to be furnished to the Selling Agents forthwith a certificate dated of the Company, signed by the Treasurer, any Managing Director, any Director, any Senior Vice President or other Vice President of the Company, or such other officer of the Company duly authorized by, or pursuant to the authority of, the Company’s board of directors and satisfactory to the Selling Agents or their counsel, dated, with respect to clause (i) above, the date of delivery of such certificate, or with respect to clause (ii) or (iii) above, the later of (x) the date of filing with the SEC Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form satisfactory to the Agents, Selling Agents to the effect that the statements contained in the certificate referred to in Section 5(b6(c) hereof of this Agreement which were was last furnished to the Selling Agents are true and correct at the such time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to such time and provided that, if such certificate is provided on the date of sale pursuant to a Terms Agreement, such certificate shall, in lieu of the statement required in Section 5(b)(i) hereof, state that since the date of the applicable Terms Agreement there has not been any Material Adverse Changetime) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b6(c), modified as necessary to relate to the Registration Statement Statement, the applicable Disclosure Package and the Base Prospectus as amended and supplemented to the time of delivery of such certificate; PROVIDED. If such certificate is delivered pursuant to clause (iii) above at the request of a Selling Agent, HOWEVER, that, if such certificate shall also relate to the Agents shall have suspended solicitation of purchases applicable Disclosure Package as of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentsapplicable Initial Sale Time.