Common use of Subsequent Delivery of Accountant's Letters Clause in Contracts

Subsequent Delivery of Accountant's Letters. During each Marketing Period, each time (i) that the Registration Statement or any Prospectus shall be amended or supplemented to include additional financial information (other than by (A) a Pricing Supplement, (B) an amendment or supplement which relates exclusively to an offering of securities other than the Notes or (C) except as set forth in (ii) and (iii) below, an amendment or supplement by the filing of an Incorporated Document), (ii) the Company files with the Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or 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 Item 11 of Form S-3 under the Securities Act, (iii) the Agents reasonably request, following the filing by the Company with the Commission of an Incorporated Document (other than as specified in the preceding clause (ii)) or (iv) the Company sells Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery of letters under this Section 6(d) as a condition to the purchase of Notes pursuant to such Purchase Agreement, the Company shall cause Ernst & Young LLP (or other independent accountants of the Company acceptable to the Agents) to furnish the Agents, promptly following such amendment or supplement, filing of such Annual Report, Quarterly Report or Current Report that is incorporated by reference into the Prospectus or request by the Agents, or concurrently with the Time of Delivery relating to such sale, or if such amendment, supplement, or filing was not filed during a Marketing Period, on the first day of the next succeeding Marketing Period, a letter, addressed as provided in Section 5(f) and dated the date of delivery of such letter, in form and substance reasonably satisfactory to the Agents, to the same effect as the letter referred to in Section 5(f) but modified to relate to the Registration Statement and each Prospectus, as amended and supplemented to the date of such letter delivered pursuant to this Section 6(d), with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company or other relevant corporation.

Subsequent Delivery of Accountant's Letters. During each Marketing Period, each time (i) that the Registration Statement or any Prospectus shall be amended or supplemented to include additional financial information (other than by (A) a Pricing Supplement, (B) an amendment or supplement which relates exclusively to an offering of securities other than the Notes Notes, or (C) except as set forth in (ii) and (iii) below, an amendment or supplement by the filing of an Incorporated Document), (ii) the Company files with the Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or 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 Item 11 of Form S-3 under the Securities Act, (iii) the Agents reasonably request, request following the filing by the Company with the Commission of an Incorporated Document (other than as specified in the preceding clause (ii)) or (iv) the Company sells Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery of letters a letter under this Section 6(d) as a condition to the purchase of Notes pursuant to such Purchase Agreement, the Company shall cause Ernst & Young LLP (or other independent accountants of the Company acceptable to the Agents) to furnish the Agents, promptly following such amendment or supplement, filing of such Annual Report, Quarterly Report or Current Report that is incorporated by reference into the Prospectus or request by the Agents, or concurrently with the Time of Delivery relating to such sale, or if such amendment, supplement, or filing was not filed during a Marketing Period, on the first day of the next succeeding Marketing Period, a letter, addressed as provided in Section 5(f5(d) and dated the date of delivery of such letter, in form and substance reasonably satisfactory to the Agents, to the same effect as the letter referred to in Section 5(f5(d) but modified to relate to the Registration Statement and each Prospectus, as amended and supplemented to the date of such letter delivered pursuant to this Section 6(d)letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company or other relevant corporation.

Subsequent Delivery of Accountant's Letters. During The Company agrees that during each Marketing Period, each time (i) that the Registration Statement or any Prospectus shall be amended or supplemented to include additional financial information (other than by (A) a Pricing Supplementinformation, (B) an amendment or supplement which relates exclusively to an offering of securities other than the Notes or (C) except as set forth in (ii) and (iii) below, an amendment or supplement by the filing of an Incorporated Document), (ii) the Company files with the Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or 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 Item 11 of Form S-3 under the Securities Act, (iii) the Agents reasonably request, following the filing by the Company with the Commission of an Incorporated Document (other than as specified in the preceding clause (ii)) or (iv) each time the Company sells Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery of letters a letter under this Section 6(d) as a condition to the purchase of Notes pursuant to such Purchase AgreementAgreement or the Company files with the Commission any document incorporated by reference into any Prospectus which contains additional financial information, the Company shall cause Ernst & Young LLP (or other independent accountants accounts of the Company acceptable to the Agents) to furnish the Agents, promptly following (i) concurrently with such amendment or amendment, supplement, filing of such Annual Report, Quarterly Report or Current Report that is incorporated by reference into the Prospectus or request by the Agents, or concurrently with the Time of Delivery relating to such sale, sale or filing or (ii) if such amendment, supplement, or filing was not filed during a Marketing Period, on the first day of the next succeeding Marketing Period, a letter, addressed as provided in Section 5(f) jointly to the Company and the Agents and dated the date of delivery of such letter, in form and substance reasonably satisfactory to the Agents, to of the same effect as the letter referred to in Section 5(f5(g) hereof but modified to relate to the Registration Statement and each Prospectus, as amended and supplemented to the date of such letter delivered pursuant to this Section 6(d)letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company Company; provided, however, that if the Registration Statement or any Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, such accountants may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless there is contained therein any other relevant corporationaccounting, financial or statistical information that, in the reasonable judgment of the Agents, should be covered by such letter, in which event such letter shall also cover such other information.

Subsequent Delivery of Accountant's Letters. During The Company agrees that during each Marketing Period, each time (i) that the Registration Statement or any Prospectus shall be amended or supplemented to include additional financial information (other than by (A) a Pricing Supplementinformation, (B) an amendment or supplement which relates exclusively to an offering of securities other than the Notes or (C) except as set forth in (ii) and (iii) below, an amendment or supplement by the filing of an Incorporated Document), (ii) the Company files with the Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or 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 Item 11 of Form S-3 under the Securities Act, (iii) the Agents reasonably request, following the filing by the Company with the Commission of an Incorporated Document (other than as specified in the preceding clause (ii)) or (iv) each time the Company sells Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery of letters a letter under this Section 6(d) as a condition to the purchase of Notes pursuant to such Purchase AgreementAgreement or the Company files with the Commission any document incorporated by reference into any Prospectus which contains additional financial information, the Company shall cause Ernst & Young LLP (or other independent accountants accounts of the Company acceptable to the Agents) to furnish the Agents, promptly following (i) concurrently with such amendment or amendment, supplement, filing of such Annual Report, Quarterly Report or Current Report that is incorporated by reference into the Prospectus or request by the Agents, or concurrently with the Time of Delivery relating to such sale, sale or filing or (ii) if such amendment, supplement, or filing was not filed during a Marketing Period, on the first day of the next succeeding Marketing Period, a letter, addressed as provided in Section 5(f) jointly to the Company and the Agents and dated the date of delivery of such letter, in form and substance reasonably satisfactory to the Agents, to of the same effect as the letter referred to in Section 5(f5(g) hereof but modified to relate to the Registration Statement and each Prospectus, as amended and supplemented to the date of such letter delivered pursuant to this Section 6(d)letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company Company; provided, however, that if the Registration Statement or any Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, such accountants may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless there is contained therein any other relevant corporationaccounting, financial or statistical information that, in the reasonable judgment of the Agents, should be covered by such letter, in which event such letter shall also cover such other information.

Subsequent Delivery of Accountant's Letters. During each Marketing Period, each time (i) that the Registration Statement or any the Prospectus shall be amended or supplemented to include additional financial information (other than by (A) a Pricing Supplement, (B) an any amendment or supplement which relates exclusively to an offering of securities other than the Notes Registration Statement or (C) except as set forth in (ii) and (iii) below, an amendment or supplement Prospectus caused by the filing of an Incorporated Document), (ii) the Company files with the Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K containing only information concerning quarterly earnings which contains financial information required has been announced to be set forth in or incorporated by reference into the Prospectus pursuant to Item 11 of Form S-3 under general public) and each time the Securities Act, (iii) the Agents reasonably request, following the filing by the Company with the Commission of an Incorporated Document (other than as specified in the preceding clause (ii)) or (iv) the Company Corporation sells Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery of letters a letter under this Section 6(d) as a condition to the purchase Purchase of Notes pursuant to such Purchase Agreement, the Company Corporation shall cause Ernst & Young LLP (or other the independent accountants of the Company acceptable to the Agents) Corporation to furnish the Agents (or, in the case of a purchase by fewer than all the Agents, such Agents), reasonably promptly following such amendment or supplement, filing of such Annual Report, Quarterly Report or Current Report that is incorporated by reference into the Prospectus or request by the Agents, supplement or concurrently with the Time of Delivery relating to such sale, or if such amendment, supplement, or filing was not filed during a Marketing Period, on the first day of the next succeeding Marketing Period, with a letter, addressed as provided jointly to the Corporation and the Agents (or, in Section 5(fthe case of a purchase by fewer than all the Agents, such Agents) and dated the date of delivery of such letter, in form and substance reasonably satisfactory to the such Agents, to of the same effect tenor as the letter referred to in Section 5(f) but modified to relate hereof with respect to the Registration Statement and each Prospectus, as amended and or supplemented to financial information included or incorporated by reference by such amendment or supplement or the date of financial information specified in such letter delivered pursuant to this Section 6(d)Purchase Agreement, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company Corporation; provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, such accountants may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless there is contained therein any other relevant corporationaccounting, financial or statistical information that, in the reasonable judgment of the Agents (or, in the case of a purchase by fewer than all the Agents, such Agents), should be covered by such letter, in which event such letter shall also cover such other information.

Subsequent Delivery of Accountant's Letters. During The Company agrees that during each Marketing Period, each time (i) that the Registration Statement or any Prospectus shall be amended or supplemented to include additional financial information (other than by (A) a Pricing Supplementinformation, (B) an amendment or supplement which relates exclusively to an offering of securities other than the Notes or (C) except as set forth in (ii) and (iii) below, an amendment or supplement by the filing of an Incorporated Document), (ii) the Company files with the Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or 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 Item 11 of Form S-3 under the Securities Act, (iii) the Agents reasonably request, following the filing by the Company with the Commission of an Incorporated Document (other than as specified in the preceding clause (ii)) or (iv) each time the Company sells Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery of letters a letter under this Section 6(d) as a condition to the purchase of Notes pursuant to such Purchase AgreementAgreement or the Company files with the Commission any document incorporated by reference into any Prospectus which contains additional financial information, the Company shall cause Ernst & Young Xxxxxx Xxxxxxxx LLP (or other independent accountants of the Company acceptable to the Agents) to furnish the Agents, promptly following (i) concurrently with such amendment or amendment, supplement, filing of such Annual Report, Quarterly Report or Current Report that is incorporated by reference into the Prospectus or request by the Agents, or concurrently with the Time of Delivery relating to such sale, sale or filing or (ii) if such amendment, supplement, or filing was not filed during a Marketing Period, on the first day of the next succeeding Marketing Period, a letter, addressed as provided in Section 5(f) jointly to the Company and the Agents and dated the date of delivery of such letter, in form and substance reasonably satisfactory to the Agents, to the same effect as the letter referred to in Section 5(f5(g) hereof but modified to relate to the Registration Statement and each Prospectus, as amended and supplemented to the date of such letter delivered pursuant to this Section 6(d)letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company Company; provided, however, that if the Registration Statement or any Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, such accountants may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless there is contained therein any other relevant corporationaccounting, financial or statistical information that, in the reasonable judgment of the Agents, should be covered by such letter, in which event such letter shall also cover such other information.

Subsequent Delivery of Accountant's Letters. During each Marketing Period, each Each time that (i) that the Registration Statement or any Prospectus Offering Circular shall be amended or supplemented with respect to include additional financial information the Bank Notes (other than by (A) a Pricing Supplement, (B) an amendment or supplement which relates exclusively to an offering providing solely for a change in interest rates or other variable terms of securities other than the Notes or (C) except as set forth in (ii) and (iii) below, an amendment or supplement by the filing of an Incorporated DocumentBank Notes), (ii) if requested by the Company files Distribution Agents, there is filed with the Commission an any document incorporated by reference into the Offering Circular, but in any event, within 30 days of SunTrust Banks’ filing of its Form 10-K with the Commission, (iii) (if required in connection with the purchase of Bank Notes by a Distribution Agent as principal) the Bank sells Bank Notes to such agent as principal or (iv) (if required by a Distribution Agent) the Bank issues and sells Bank Notes in a form not previously certified to the Distribution Agents by the Bank, the Bank shall furnish or cause to be furnished forthwith to the Distribution Agents and the Distribution Agents’ counsel a letter from each of Ernst & Young LLP (or any successor independent registered accounting firm of the Bank) and, solely with respect to any letters delivered pursuant to this Section 8(d) prior to the filing of SunTrust Banks’ Annual Report on Form 10-KK for the fiscal year ended December 31, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K which contains financial information required to be set forth 2009, PricewaterhouseCoopers LLP, reaffirming the statements made in or incorporated by reference into the Prospectus its letter delivered pursuant to Item 11 of Form S-3 under the Securities Act, (iii) the Agents reasonably request, following the filing by the Company with the Commission of an Incorporated Document (other than as specified in the preceding clause (ii)) or (iv) the Company sells Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery of letters under this Section 6(d) as a condition to the purchase ), or in lieu of Notes pursuant to such Purchase Agreementletter, the Company shall cause each of Ernst & Young LLP (or other any successor independent accountants registered accounting firm of the Company acceptable to the Agents) to furnish the Agents, promptly following such amendment or supplement, filing of such Annual Report, Quarterly Report or Current Report that is incorporated by reference into the Prospectus or request by the Agents, or concurrently with the Time of Delivery relating to such sale, or if such amendment, supplement, or filing was not filed during a Marketing Period, on the first day of the next succeeding Marketing Period, a letter, addressed as provided in Section 5(fBank) and dated the date of delivery of such letter, PricewaterhouseCoopers LLP may deliver a letter in form and substance reasonably satisfactory to the Agents, to the same effect form as the its letter referred to in Section 5(f6(d) but modified as necessary to relate to the Registration Statement and each Prospectus, Offering Circular as amended and supplemented to the date time of delivery of such letter delivered pursuant to this Section 6(d), with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company or other relevant corporationletter.

Subsequent Delivery of Accountant's Letters. During The Company agrees that, during each Marketing Period, each time (i) that the Registration Statement or any Prospectus shall be amended or supplemented to include additional financial information (other than by (A) a Pricing Supplement, (B) an amendment or supplement which relates exclusively to an offering of securities other than the Notes or (C) except as set forth in (ii) and (iiiiv) below, an amendment to the Registration Statement or an amendment or supplement to the Prospectus by the filing of an Incorporated DocumentDocument or any amendment or supplement which sets forth financial information previously incorporated by reference into the Registration Statement or Prospectus and (B) an amendment or supplement which relates solely to an offering of securities other than the Notes), (ii) the Company files there is filed with the Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or 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 Item 11 of Form S-3 under the Securities Act, (iii) the Agents reasonably request, following the filing by the Company with the Commission of an Incorporated Document (other than as specified in the preceding clause (ii)) or (iv) the Company sells Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery of letters a letter under this Section 6(d) as a condition to the purchase of Notes pursuant to such Purchase AgreementAgreement or (iv) the Agents reasonably request following the filing of an Incorporated Document (other than as specified in (ii) above), the Company shall cause Ernst & Young Xxxxxx Xxxxxxxx LLP (or other independent accountants of the Company acceptable to the Agents) to furnish the Agents, promptly following such amendment or supplement, filing of such an Annual ReportReport on Form 10-K, Quarterly Report or Current Report that is incorporated by reference into the Prospectus or request by the Agents, or concurrently with the Time of Delivery relating to such sale, or if such amendment, supplement, or filing was not filed during a Marketing Period, on the first day of the next succeeding Marketing Period, a letter, addressed as provided in Section 5(f) jointly to the Company and the Agents and dated the date of delivery of such letter, in form and substance reasonably satisfactory to the Agents, to of the same effect general tenor as the letter referred to in Section 5(f) but modified to relate to the Registration Statement and each Prospectus, as amended and supplemented to the date of such letter delivered pursuant to this Section 6(d)letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, that if the Registration Statement or any Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, such accountants may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement. If such amendment, supplement or filing was not filed during a Marketing Period, then on the first day of the next succeeding Marketing Period the Company shall cause Xxxxxx Xxxxxxxx LLP (or other relevant corporationindependent accountants of the Company acceptable to the Agents) to furnish the Agents a letter, addressed jointly to the Company and the Agents as described above.

Subsequent Delivery of Accountant's Letters. During The Company agrees that during each Marketing Period, each time (i) that the Registration Statement or any Prospectus shall be amended or supplemented to include additional or amended financial information (other than by (A) a Pricing Supplementinformation, (B) an amendment or supplement which relates exclusively to an offering of securities other than the Notes or (C) except as set forth in (ii) and (iii) below, an amendment or supplement by the filing of an Incorporated Document), (ii) each time the Company files with the Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or 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 Item 11 of Form S-3 under the Securities Act, (iiii) the Agents reasonably request, following the filing by the Company with the Commission of an Incorporated Document (other than as specified in the preceding clause (ii)) or (iv) the Company sells Notes to an Agent the Agents as principal principals and the applicable Purchase Agreement specifies the delivery of letters a letter under this Section 6(d) as a condition to the purchase of Notes pursuant to such Purchase Agreement, (ii) files an annual report on Form 10-K under the Exchange Act, (iii) files its quarterly reports on Form 10-Q under the Exchange Act or (iv) files a current report on Form 8-K under the Exchange Act (other than any Form 8-K relating solely to the issuance or offering of securities other than the Notes), the Company shall (but in the case of (iii) or (iv) above only if requested by the Agents and only if such documents include additional financial information) cause Ernst & Young PricewaterhouseCoopers LLP (or other independent accountants accounts of the Company acceptable to the Agents) to furnish the Agents, promptly following (y) concurrently with such amendment or amendment, supplement, filing of such Annual Report, Quarterly Report or Current Report that is incorporated by reference into the Prospectus or request by the Agents, or concurrently with the Time of Delivery relating to such sale, sale or filing or (z) if such amendment, supplement, or filing was not filed during a Marketing Period, on the first day of the next succeeding Marketing Period, a letter, addressed as provided in Section 5(f) jointly to the Company and the Agents and dated the date of delivery of such letter, in form and substance reasonably satisfactory to the Agents, to the same effect as the letter referred to in Section 5(f5(g) hereof but modified to relate to the Registration Statement and each Prospectus, as amended and supplemented to the date of such letter delivered pursuant to this Section 6(d)letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company Company; provided, however, that if the Registration Statement or any Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, such accountants may limit the scope of such letter to the unaudited financial, statements included in such amendment or supplement unless there is contained therein any other relevant corporationaccounting, financial or statistical information that, in the reasonable judgment of the Agents, should be covered by such letter, in which event such letter shall also cover such other information.