Common use of Subsequent Delivery of Certificates Clause in Contracts

Subsequent Delivery of Certificates. Each time that 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 other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes 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 Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (ii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents (or, in the case of a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith 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 Agents or such Agent, as the case may be, to the effect that the statements contained in the 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) or, in lieu of such certificates, certificates of the same tenor as the 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 certificates.

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 changes, and other than by an amendment or supplement which relates exclusively to an offering the issuance of debt securities other than the Notes or an offering of preferred stock of the Company or its subsidiariesNotes), (ii) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than (i) any Current Report on Form 8-K relating exclusively to K, unless the issuance of debt securities or preferred stock under the Registration Statement or Agent shall otherwise specify), (iiiii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes by the Agent as principal) the Company sells Notes to an the Agent pursuant as principal or (iv) the Company issues and sells Notes in a form not previously certified to a Terms Agreementthe Agent by the Company, the Company shall (unless the Agent shall otherwise specify) furnish or cause to be furnished to the Agents (or, in the case of Agent forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, Agent to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate (it being understood that, in the case of clause (iii) 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 a whole since the date of the agreement by the Agent to purchase Notes from the Company as principal).

Subsequent Delivery of Certificates. Each time that 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 in other than by terms of the Notes or (ii) an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes or an offering of preferred stock of the Company or its subsidiariesNotes) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than (i) any a Current Report on Form 8-K relating exclusively to the issuance unless delivery of debt securities or preferred stock under the Registration Statement or (ii) a document filed pursuant to Section 14 of the 1934 Act unless certificate is reasonably requested by the AgentsAgents with respect to such filing) incorporated by reference into the Prospectus or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, the terms of which so require, the Company shall use its best efforts to furnish or cause to be furnished to the Agents (or, in or to the case of a sale of Notes Agent party to an Agent pursuant to a the Terms Agreement, to such Agent) forthwith 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 promptly following such amendment, supplement or filing or on the Settlement Date with respect to the Agents or such AgentTerms Agreement, as the case may be, a certificate in form satisfactory to counsel for the Agents to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate; 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, for purposes of such certificate, the 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 to apply with respect to such Notes.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented 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 or other than by an amendment amendment, supplement or supplement which relates exclusively document relating solely to an offering of debt securities other than the Notes or an offering of preferred stock of a post-effective amendment solely containing exhibits to the Registration Statement); (ii) the Company or its subsidiariessells Notes to any Agent pursuant to a Terms Agreement, and the Agent so requests; and (iii) or 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 (i) and any Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (ii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreementreasonably requests, 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 certificates dated the date of filing with the SEC of such supplement or documentclause (i)), the date Agent(s) party to the Terms Agreement (in the case of effectiveness of such amendment, clause (ii)) or the date of such sale, as requesting Agent(s) (in the case may be, of clause (iii)) promptly a certificate in form satisfactory to the Agents or such Agent, as the case may be, Agent(s) to the effect that the statements contained in the 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 timetime or the new Registration Statement, as the case may be) or, in lieu of such certificatescertificate, certificates of the same tenor as the 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 certificates.certificates or the new Registration Statement, as the case may be; provided, however, 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 Notes in their capacity as agents pursuant to instructions of the Company, if no Agent shall then hold any Notes as principal purchased under a Terms Agreement;

Subsequent Delivery of Certificates. Each time that 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 other than by or (iii) an amendment or supplement which relates relating exclusively to an offering of debt securities other than the Notes or an offering of preferred stock of the Company or its subsidiariesNotes) or there is filed with the SEC any document incorporated by reference into in the Prospectus (other than (ix) any Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under other than the Registration Statement Notes or (iiy) a document filed pursuant to Section 14 of the 1934 Act unless reasonably requested by any Agent, any Current Report on Form 8-K filed by the AgentsCompany under Items 1.01, 2.01, 2.03, 5.02, 5.03, 5.04, 5.05, 5.07, 8.01 or 9.01 thereof) or (or, if required pursuant to the terms of a Terms Agreement) , the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents (or, in the case of forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, to the effect that the statements contained in the certificates 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 timetime and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreement) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreement; provided, however, that if the Company has suspended solicitation of purchases of the Notes through the Agents pursuant to Section 3(a) hereof, and the Agents shall not hold any Notes as principal, the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time as the Company shall determine that the solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with an Agent.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement, 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 other than by an amendment or supplement which relates exclusively relating solely to an the offering of debt securities other than the Notes or, except as provided below, an amendment or an offering supplement by the filing of preferred stock of the Company or its subsidiaries) or there is filed with the SEC any document incorporated by reference into reference), (ii) (if required in connection with the Prospectus purchase of Notes from the Company by one or more Agents as principal) the Company sells Notes to one or more Agents as principal, (other than (iiii) any 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 relating exclusively which contains financial information required to be set forth in or incorporated by reference into the issuance Prospectus pursuant to Item 11 of debt securities or preferred stock Form S-3 under the Registration Statement Securities Act or, upon the reasonable request of the Agents, any other Report on Form 8-K, or (ii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreementiv) the Company sells Notes in a form not previously certified to an Agent pursuant to a Terms Agreementthe Agents by the Company, the Company shall furnish or cause to be furnished to the Agents (orAgent(s), in the case of forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, Agent(s) to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate (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(s) to purchase Notes from the Company as principal).

Subsequent Delivery of Certificates. Each time that (i) during an ongoing offering of Notes in which the Agents are soliciting offers to purchase Notes on an agency basis, 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 the interest rates of Notes or similar changes and Agent, any other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes 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 Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or Exchange Act; (ii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant as principal or (iii) the Company issues and sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Company, the Company shall furnish or cause to be furnished promptly to the Agents (oror the applicable Agent, in as the case of a sale of Notes to an Agent pursuant to a Terms Agreementmay be, to such Agent) forthwith 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 Agents or such the applicable Agent, as the case may be, to the effect that the statements contained in the 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 to at such time, and to the Disclosure Package at the Applicable Time relating thereto in respect of any Notes issued and sold pursuant to the foregoing clauses (ii) or (iii)) or, in lieu of any such certificates, certificates of the same tenor scope as the 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 certificatescertificate, and to the Disclosure Package at the Applicable Time relating thereto in respect of any Notes issued and sold pursuant to the foregoing clauses (ii) or (iii).

Subsequent Delivery of Certificates. Each time (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 other than by or an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes or an offering of preferred stock of the Company or its subsidiariesNotes) or there is filed with (iii) if requested by a Selling Agent, on the SEC any document incorporated by reference into applicable Settlement Date, each time the Prospectus (other than (i) any Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (ii) a document filed Selling Agent purchases Notes as principal pursuant to Section 14 1(d) of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms this Agreement, the Company shall furnish or cause to be furnished to the Selling Agents forthwith a certificate of the Company, signed by any Senior Vice President or Treasurer of the Company dated the later of (or, in the case of a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agentx) forthwith certificates dated 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 Selling Agents or such Agent, as the case may be, to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate. If such certificate is delivered pursuant to clause (iii) above at the request of a Selling Agent, such certificate shall also relate to the applicable Disclosure Package as of the applicable Initial Sale Time.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (A) 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 other than by (B) an amendment deemed to have occurred as a result of a periodic filing by the Company, Global Funding or supplement which relates exclusively to an offering of debt securities other than any Issuing Trust under the Notes 1934 Act or an offering of preferred stock the 1934 Act Regulations, except any quarterly report 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 Current Report on Form 810-Q or any annual report of the Company on Form 10-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (any such report, an “SEC Periodic Report”)), and (ii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from an Issuing Trust by one or more Agents as principal) the Company an Issuing Trust sells Notes to one or more Agents as principal or (iii) an Agent pursuant Issuing Trust sells Notes in a form not previously certified to a Terms Agreementthe Agents by such Issuing Trust, the Company shall furnish or cause to be furnished to the Agents (orAgents, in the case of forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate (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 any delivery of certificates as required by this Section 4(b) due to the filing of an SEC Periodic Report shall only be required to be delivered prior to the pricing date for Notes issued immediately after such SEC Periodic Report.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Statutory Prospectus shall be amended or supplemented (other than by 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 other than by an amendment or supplement which relates exclusively relating solely to an the issuance and/or offering of debt securities other than the Notes or an offering of preferred stock of the Company or its subsidiariesNotes), (ii) or 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 (i) any Current Report on Form 8-K relating exclusively solely to the issuance and/or offering of debt securities or preferred stock under other than the Registration Statement or Notes, unless the Agents shall otherwise specify), (iiiii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Company by one or more Agents as principal) the Company sells Notes to an such Agent pursuant or Agents as principal or (iv) the Company sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Company, the Company shall furnish or cause to be furnished to the Agents (orAgent(s), in the case of forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, Agent(s) to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate.

Subsequent Delivery of Certificates. Each 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 other than by (B) an amendment deemed to have occurred as a result of a periodic filing by the Company, Global Funding or supplement which relates exclusively to an offering of debt securities other than any Issuing Trust under the Notes 1934 Act or an offering of preferred stock the 1934 Act Regulations, except any quarterly report 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 Current Report on Form 810-Q or any annual report of the Company on Form 10-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (any such report, an “SEC Periodic Report”)), and (ii) a document filed pursuant each Settlement Date, Global Funding shall, and agrees to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) cause the Company sells Notes to an Agent pursuant to a Terms Agreementto, the Company shall furnish or cause to be furnished to the Agents (orAgents, in the case of forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate (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 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 issued immediately after such SEC Periodic Report.

Subsequent Delivery of Certificates. Each 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 other than by (B) an amendment deemed to have occurred as a result of a periodic filing by the Company, Global Funding or supplement which relates exclusively to an offering of debt securities other than any Issuing Trust under the Notes 1934 Act or an offering of preferred stock the 1934 Act Regulations, except any quarterly report 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 Current Report on Form 810-Q or any annual report of the Company on Form 10-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (any such report, an "SEC PERIODIC REPORT")), (ii) a document filed pursuant each Settlement Date, Global Funding shall, and agrees to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) cause the Company sells Notes to an Agent pursuant to a Terms Agreementto, the Company shall furnish or cause to be furnished to the Agents (orAgents, in the case of forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate (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 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 issued immediately after such SEC Periodic Report.

Subsequent Delivery of Certificates. Each Reasonably promptly following the time that 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 other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes 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 Current Report Guarantor’s filing of each quarterly report on Form 810-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (ii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms AgreementQ and its annual report on Form 10-K, the Company and the Guarantor shall furnish or cause to be furnished to the Agents (or, in the case of each Agent forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith 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 or such Agent, as the case may beAgents, to the effect that the statements contained in the certificate or certificates referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such filing, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented to such time (other than by a Non-General Supplement)), or, in lieu of such certificate or certificates, a certificate or certificates of the same tenor as the certificate or certificates referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by a Non-General Supplement) to the time of delivery of such certificate. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 0000 Xxx) or when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such certificate or certificates are required by such Terms Agreement), the Company and the Guarantor shall furnish or cause to be furnished to such Agent forthwith a certificate or certificates dated the date of filing with the 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) , and any applicable Disclosure Package), or, in lieu of such certificate or certificates, a certificate or certificates of the same tenor as the certificates 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 certificatescertificate, and such Disclosure Package.

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 other than by an amendment formula applicable to the Securities or supplement which relates exclusively relating solely to an the issuance and/or offering of debt securities other than the Notes or an offering of preferred stock of the Company or its subsidiariesSecurities), (ii) or 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 (i) any Current Report on Form 8-K relating exclusively solely to the issuance and/or offering of debt securities or preferred stock under other than the Registration Statement or Securities, unless the Agents shall otherwise specify), (iiiii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to in connection with the terms purchase of a Terms AgreementSecurities from the Company by one or more Agents as principal) the Company sells Notes Securities to an such Agent pursuant or Agents as principal or (iv) the Company sells Securities in a form not previously certified to a Terms Agreementthe Agents by the Company, the Company and the Operating Partnership shall furnish or cause to be furnished to the Agents (orAgent(s), in the case of forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, Agent(s) to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate.

Subsequent Delivery of Certificates. Each Subject to the provisions of Section 4(k) hereof, each time that 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 changes terms, and other than by an amendment or supplement which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes or an offering of preferred stock of the Company or its subsidiaries) Notes), or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than (i) any Current Report on Form 8-K 8‑K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (ii) a document filed pursuant to Section 14 of other than the 1934 Act unless requested by the AgentsNotes) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent one or more Agents pursuant to a Terms Agreement, if requested by the Agents or counsel to the Agents, the Company shall furnish or cause to be furnished to the Agents (or, in the case of forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate; provided, however, that if the Company shall determine that it does not intend to be in the market for up to three months after the date of 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 Agents received by the Company with respect to such amendment or supplement shall be deemed withdrawn until such time as the Company notifies the Agents that it wishes to re-enter the market.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be 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 the interest rates of Notes or similar changes and Agent, any other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes 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 Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or Exchange Act, (ii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant as principal and in connection therewith such delivery has been agreed to by the Company and such Agent, or (iii) the Company issues and sells Notes in a Terms Agreementform not previously certified to the Agents by the Company, the Company shall furnish or cause to be furnished promptly to the Agents (oror the applicable Agent, in as the case of a sale of Notes to an Agent pursuant to a Terms Agreementmay be, to such Agent) forthwith 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 Agents or such the applicable Agent, as the case may be, to the effect that the statements contained in the 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 to at such time, and to the Disclosure Package at the Applicable Time relating thereto in respect of any Notes issued and sold pursuant to the foregoing clauses (ii) or (iii)) or, in lieu of any such certificates, certificates of the same tenor as the 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 certificatescertificate, and to the Disclosure Package at the Applicable Time relating thereto in respect of any Notes issued and sold pursuant to the foregoing clauses (ii) or (iii).

Subsequent Delivery of Certificates. Each Subject to the provisions of ----------------------------------- Section 4(k) hereof, each time that 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 changes terms, and other than by an amendment or supplement which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes or an offering of preferred stock of the Company or its subsidiariesNotes) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than (i) any Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (ii) a document filed pursuant to Section 14 of other than the 1934 Act unless requested by the AgentsNotes) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent one or more Agents pursuant to a Terms Agreement, if requested by the Agents or counsel to the Agents, the Company shall furnish or cause to be furnished to the Agents (or, in the case of forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate; provided, however, that if the Company shall determine that it does not intend to be in the market for up to three months after the date of 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 Agents received by the Company with respect to such amendment or supplement shall be deemed withdrawn until such time as the Company notifies the Agents that it wishes to re-enter the market.

Subsequent Delivery of Certificates. Each time that 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 changes, and, unless the Agent shall otherwise specify, other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes or an offering of preferred stock of the Company or its subsidiariesNotes) or there is filed with the SEC any document incorporated by reference into the Prospectus (other than (i) any Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock other than Notes under the Registration Statement or (ii) a document filed pursuant to Section 14 of Statement, unless the 1934 Act unless requested by the AgentsAgent shall otherwise specify) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an the Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents (or, in the case of Agent forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, Agent to the effect that the statements contained in the certificates certificate referred to in Section 5(b5(d) hereof which were was last furnished to the Agents are Agent is true and correct at the time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate.

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 other than by (B) an amendment deemed to have occurred as a result of a periodic filing by the Company or supplement which relates exclusively to an offering of debt securities other than the Notes Trust under the 1934 Act or an offering of preferred stock the 1934 Act Regulations, except any quarterly report 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 Current Report Trust on Form 810-Q or any annual report of the Company or the Trust on Form 10-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (any such report, an "SEC PERIODIC REPORT")), (ii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Trust by one or more Agents as principal) the Company Trust sells Notes to an Agent pursuant one or more Agents as principal or (iii) the Trust sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Trust, the Company shall furnish or cause to be furnished to the Agents (orAgents, in the case of forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate (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 any delivery of certificates as required by this Section 4(b) due to the filing of an SEC Periodic Report shall only be required to be delivered prior to the pricing date for the series of Notes issued immediately after such SEC Periodic Report.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement Statement, the General Disclosure Package or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates of Notes or similar changes and other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes or an offering of preferred stock establishment of the Company or its subsidiariesspecific terms of any tranche of Notes), (ii) or there is filed with the SEC any document incorporated by reference into the Registration Statement, the General Disclosure Package or the Prospectus (other than (i) the filing of any Current Report on Form 8-K relating exclusively solely to the issuance of debt securities or preferred stock an earnings statement under the Registration Statement or Rule 158), (iiiii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, or (iv) the BPU shall authorize the issuance of First Mortgage Bonds and the issuance and sale of Notes beyond the date of its previous authorization, then the Company shall furnish or cause to be furnished to the Agents (oror such Agent, in as the case of may be, forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 Agents or such Agent, as the case may be, to the effect that the statements contained in the certificates 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 timetime and to the most recent authorization of the BPU, as the case may be) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate and to the most recent authorization of the BPU; provided, however, that the Company shall not be required (except in the case of clause (iii) above) to deliver such certificate during any Suspension Period.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented 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 or other than by an amendment amendment, supplement or supplement which relates exclusively document relating solely to an offering of debt securities other than the Notes or an offering of preferred stock of a post-effective amendment solely containing exhibits to the Registration Statement); (ii) the Company or its subsidiariessells Notes to the Purchasing Agent pursuant to a Terms Agreement, and the Purchasing Agent so requests; and (iii) or 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 (i) any Current Report on Form 8-K relating exclusively to and the issuance of debt securities or preferred stock under the Registration Statement or (ii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Purchasing Agent pursuant to a Terms Agreementreasonably requests, the Company shall furnish or cause to be furnished to the Agents (or, in the case of promptly a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith 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, certificate in form satisfactory to the Agents or Purchasing Agent and such Agent, as the case may be, Agent(s) to the effect that the statements contained in the 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 timetime or the new Registration Statement, as the case may be) or, in lieu of such certificatescertificate, certificates of the same tenor as the 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 certificates.certificates or the new Registration Statement, as the case may be; provided, however, 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 Notes pursuant to instructions of the Company, if none of the Agents shall then hold any Notes purchased as principal from the Purchasing Agent pursuant to a Terms Agreement;

Subsequent Delivery of Certificates. Each time that 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 other than by or (iii) an amendment or supplement which relates relating exclusively to an offering of debt securities other than the Notes or an offering of preferred stock of the Company or its subsidiariesNotes) or there is filed with the SEC any document incorporated by reference into in the Prospectus (other than (i) any Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under other than the Registration Statement or (iiNotes) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (or, if required pursuant to the terms of a Terms Agreement) , the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents (or, in the case of forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate; provided, however, that if the Agents have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and the Agents shall not hold any Notes as principal, the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time as the Company shall determine that the solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with an Agent.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the 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 other than by an amendment or supplement which relates exclusively relating solely to an the issuance and/or offering of debt securities other than the Notes or an offering of preferred stock of the Company or its subsidiariesNotes), (ii) or there is filed with the SEC any document incorporated by reference into the Prospectus (other than (i) any Current Report on Form 8-K relating exclusively solely to the issuance and/or offering of debt securities or preferred stock under other than the Registration Statement or Notes, unless the Agents shall otherwise specify), (iiiii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Company by one or more Agents as principal) the Company sells Notes to an such Agent pursuant or Agents as principal, (iv) the Company sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Company, the Company shall furnish or cause to be furnished to the Agents (orAgent(s), in the case of forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, Agent(s) to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the 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 certificates.the

Subsequent Delivery of Certificates. Each 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 other than by (B) an amendment deemed to have occurred as a result of a periodic filing by the Company, Global Funding or supplement which relates exclusively to an offering of debt securities other than any Issuing Trust under the Notes 1934 Act or an offering of preferred stock the 1934 Act Regulations, except any quarterly report 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 Current Report on Form 810-Q or any annual report of the Company on Form 10-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (any such report, an "SEC Periodic Report")), (ii) a document filed pursuant each Settlement Date, Global Funding shall, and agrees to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) cause the Company sells Notes to an Agent pursuant to a Terms Agreementto, the Company shall furnish or cause to be furnished to the Agents (orAgents, in the case of forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate (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 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 issued immediately after such SEC Periodic Report.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by a Pricing Supplement, or an amendment or supplement providing solely for a change in the interest rates inclusion of Notes or similar changes and additional financial information and, unless an Agent shall otherwise specify, other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes 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 Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement Notes), or (ii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Company by one or more Agents as principal) the Company sells Notes to an Agent pursuant to a Terms Agreementone or more Agents as principal, the Company shall furnish or cause to be furnished forthwith to the Agents (or, in the case of clause (ii), such Agent or Agents as the case may be) a sale certificate of Notes to an Agent pursuant to a Terms Agreementthe chief financial officer, to such Agent) forthwith certificates 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 such Agents or such Agent, as the case may be, to the effect that the statements contained in the certificates certificate referred to in Section 5(b) Banc One Capital Markets, Inc. Chase Securities Inc. Xxxxxxx, Xxxxx & Co. Xxxxxx Xxxxxxx & 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate.

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 other than by an amendment or supplement which relates exclusively relating solely to an the offering of debt securities other than the Notes 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 Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or Notes), (ii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Company by one or more Agents as principal) the Company sells Notes to an Agent pursuant one or more Agents as principal or (iii) the Company sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Company, the Company shall furnish or cause to be furnished to the Agents (orAgent(s), in the case of forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, Agent(s) to the effect that the statements contained in the certificates 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 21 22 such time) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate; provided, however that in the case of an amendment or supplement referred to in clause (i) above, if the Company shall in good faith determine that it does not intend to be in the market during the three months after the date of filing of any such amendment or supplement, the Company may deliver to the Agents a notice, which shall be dated the date of delivery thereof to the Agents, to such effect, in which event the obligation of the Company pursuant to clause (i) above with respect to such amendment or supplement shall be deemed suspended until the earlier of (x) such time as the Company so notifies the Agents that it wishes to re-enter the market and (y) the next such amendment or supplement of the Prospectus or the Registration Statement (provided that this clause (y) shall not prevent the Company from continuing to suspend its obligations under clause (i) above, in accordance with the procedures provided in this Section 8(b), at the time of such amendment or supplement).

Subsequent Delivery of Certificates. Each time that (1) 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 other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes 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 Registration Statement, the General Disclosure Package and the Prospectus (other than (i) any 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 a presentation of periodic financial information (including management’s discussion and analysis), a true and accurate summary of which has been previously filed in a Current Report on Form 8-K, if a certificate described below was delivered in connection with the issuance of debt securities or preferred stock under the Registration Statement or (ii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agentsfiling on such Form 8-K) or (2) (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 an the Purchasing Agent pursuant to a Terms Agreementas principal, then the Company shall furnish or cause to be furnished to the Agents (orPurchasing Agent forthwith a certificate dated the date of effectiveness of such amendment, in the case of a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith 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 and substance satisfactory to the Agents or such Agent, as the case may be, Purchasing Agent to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate; provided, however, that 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, 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 Purchasing Agent may reasonably request.

Subsequent Delivery of Certificates. Each Reasonably promptly following each time (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 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 other than by an amendment or supplement (A) changing the payment terms of Notes or similar changes, (B) which relates exclusively to an offering of debt securities other than the Notes or an offering of preferred stock of (C) which the Company or its subsidiariesapplicable Selling Agents deem immaterial) or there is filed with (iii) if requested by a Selling Agent, on the SEC any document incorporated by reference into applicable Settlement Date, each time the Prospectus (other than (i) any Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (ii) a document filed Selling Agent purchases Notes as principal pursuant to Section 14 1(c) of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms this Agreement, the Company and the Guarantor shall furnish or cause to be furnished to the Selling Agents (orforthwith a certificate of each of the Company and the Guarantor, in signed by the case President, Treasurer, Secretary or any Vice President of a sale the Company and by any Managing Director, Director, Senior Vice President or the Treasurer of Notes to an Agent the Guarantor or such other officer of the Guarantor duly authorized by or pursuant to a Terms Agreementthe 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 Agentcertificate, or with respect to clause (ii) forthwith certificates dated 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 Selling Agents or such Agent, as the case may be, to the effect that the statements contained in the 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the 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 certificatescertificate. If such certificate is delivered pursuant to clause (iii) above at the request of a Selling Agent, such certificate shall also relate to the applicable Disclosure Package as of the applicable Initial Sale Time.

Subsequent Delivery of Certificates. Each time that 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 other than by or (iii) an amendment or supplement which relates relating exclusively to an offering of debt securities other than the Notes or an offering of preferred stock of the Company or its subsidiariesNotes) or there is filed with the SEC any document incorporated by reference into in the Prospectus (other than (i) any Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under other than the Registration Statement or (iiNotes) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (or, if required pursuant to the terms of a Terms Agreement) , the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents (or, in the case of forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate; provided, however, that if the Agents have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and the Agents shall not hold any Notes as principal, the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time as the Company shall determine that the solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with an Agent.

Subsequent Delivery of Certificates. Each time that (1) 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 other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes 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 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 a presentation of periodic financial information (including management's discussion and analysis), a true and accurate summary of which has been previously filed in a Current Report on Form 8-K, if a certificate described below was delivered in connection with the issuance of debt securities or preferred stock under the Registration Statement filing on such Form 8-K)), or (ii2) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, Agreement then the Company and the Guarantor shall furnish or cause to be furnished to the Agents (orforthwith a certificate dated the date of effectiveness of such amendment, in the case of a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith 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 and substance satisfactory to the Agents or such Agent, as the case may be, to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate; PROVIDED, HOWEVER, that 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 may reasonably request.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates of rate or formula applicable to the Notes or similar changes changes, and other than by an amendment or supplement which relates exclusively to an offering the issuance of debt securities other than the Notes or an offering of preferred stock of the Company or its subsidiariesNotes), (ii) or 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 (i) any Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under other than the Registration Statement or Notes), (iiiii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Company by one or more Agents as principal) the Company sells Notes to an such Agent pursuant or Agents as principal or (iv) if the Company issues and sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Company, the Company shall furnish or cause to be furnished to the Agents (orAgent(s), in the case of forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, Agent(s) to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate.

Subsequent Delivery of Certificates. Each Subject to the provisions of ------------------------------------ Section 4(k) hereof, each time that 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 changes terms, and other than by an amendment or supplement which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes or an offering of preferred stock of the Company or its subsidiaries) Notes), or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than (i) any Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (ii) a document filed pursuant to Section 14 of other than the 1934 Act unless requested by the AgentsNotes) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent one or more Agents pursuant to a Terms Agreement, if requested by the Agents or counsel to the Agents, the Company shall furnish or cause to be furnished to the Agents (or, in the case of forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate; provided, however, that if the Company shall determine that it does not intend to be in the market for up to three months after the date of 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 Agents received by the Company with respect to such amendment or supplement shall be deemed withdrawn until such time as the Company notifies the Agents that it wishes to re-enter the market.

Subsequent Delivery of Certificates. Each time that (i) 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 other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes 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 Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or Prospectus, (ii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Company by the Purchasing Agent as principal) the Company sells Notes to an the Purchasing Agent pursuant as principal (iii) at such times as may reasonably be requested by the Purchasing Agent in the event of a material change in circumstances in respect of the Company or (iv) the Company sells Notes in a form not previously certified to a Terms Agreementthe Purchasing Agent by the Company, the Company shall furnish or cause to be furnished to the Agents (orPurchasing Agent, in the case of forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, Purchasing Agent to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate (it being understood that, in the case of clause (ii) above, any such certificate shall also include a certification that, except as set forth or contemplated in the Prospectus, there has been no Material Adverse Effect since the date of the agreement by the Purchasing Agent to purchase Notes from the Company as principal).

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 other than by an amendment or supplement which relates exclusively relating solely to an the offering of debt securities other than the Notes or Notes), including an offering amendment effected by the filing of preferred stock of the Company or its subsidiaries) or there is filed with the SEC any a document incorporated by reference into the Registration Statement or Prospectus (other than (i) any 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 or preferred stock under the Registration Statement information provided pursuant to such item 5 and any such exhibit attached to such report), or (ii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreementone or more Agents as principal, the Company shall furnish or cause to be furnished to the Agents (orAgent(s), in the case of forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, Agent(s) to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificates.certificate (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); provided, however, that in the case of an amendment or supplement referred to in clause (i) above, if the Company shall in good faith determine that it does not intend to be in the market during the three months after the date of filing of any such

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 the interest rates particular tranche of Notes Notes) or similar changes and other than a new Registration Statement is used by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes or an offering of preferred stock of the Company or its subsidiarieswith respect to the Notes, and (ii) or 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 (i) any Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (ii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an and Purchasing Agent pursuant to a Terms Agreementreasonably requests, the Company shall furnish or cause to be furnished to the Agents (or, in the case of Purchasing Agent promptly a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith 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, certificate in form satisfactory to the Agents or such Agent, as the case may be, Purchasing to the effect that the statements contained in the 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 timetime or the new Registration Statement, as the case may be) or, in lieu of such certificatescertificate, certificates of the same tenor as the 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 certificates.certificates or the new Registration Statement, as the case may be; provided, however, 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 Notes in their capacity as agents pursuant to instructions of the Company, if none of the Agents shall then hold any Notes purchased as principal from the Purchasing Agent pursuant to a Terms Agreement;

Subsequent Delivery of Certificates. Each At or promptly following the time that 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 other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes 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 Current Report Company’s filing of each quarterly report on Form 810-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (ii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms AgreementQ and its annual report on Form 10-K, the Company shall furnish or cause to be furnished to the Agents (or, in the case of each Agent forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may beAgents, to the effect that the statements contained in the certificates certificate 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, a certificate of the same tenor as the certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by a Non-General Supplement) to the time of delivery of such certificate. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 0000 Xxx) or when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such certificate is required by such Terms Agreement), the Company shall furnish or cause to be furnished to such Agent forthwith a certificate dated the date of filing with the SEC of such supplement, the date of effectiveness of such amendment or the date of such sale, as the case may be, in form satisfactory to such Agent to the effect that the statements contained in the certificate referred to in Section 5(b) hereof which were last furnished to such Agent are true and correct at the time of amendment, supplement, filing supplement or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement Statement, the Basic Prospectus and the Prospectus any applicable Prospectus, as amended and supplemented to such time) , and any applicable Disclosure Package), or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate, and such Disclosure Package.

Subsequent Delivery of Certificates. Each At or promptly following the time that 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 other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes 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 Current Report Company’s filing of each quarterly report on Form 810-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (ii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms AgreementQ and its annual report on Form 10-K, the Company shall furnish or cause to be furnished to the Agents (or, in the case of each Agent forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may beAgents, to the effect that the statements contained in the certificates certificate 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, a certificate of the same tenor as the certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by a Non-General Supplement) to the time of delivery of such certificate. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 0000 Xxx) or when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such certificate is required by such Terms Agreement), the Company shall furnish or cause to be furnished to such Agent forthwith a certificate dated the date of filing with the SEC of such supplement, the date of effectiveness of such amendment or the date of such sale, as the case may be, in form satisfactory to such Agent to the effect that the statements contained in the certificate referred to in Section 5(b) hereof which were last furnished to such Agent are true and correct at the time of amendment, supplement, filing supplement or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement Statement, the Basic Prospectus and the Prospectus any applicable Prospectus, as amended and supplemented to such time) , and any applicable Disclosure Package), or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate, and such Disclosure Package.

Subsequent Delivery of Certificates. Each time that 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 other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes or an offering of preferred stock of the Company Guarantor or its subsidiaries) or there is filed with the SEC any document incorporated by reference into the Prospectus (other than (i) any Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (ii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents (or, in the case of a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith 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 Agents or such Agent, as the case may be, to the effect that the statements contained in the 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) or, in lieu of such certificates, certificates of the same tenor as the 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 certificates.to

Subsequent Delivery of Certificates. Each Reasonably promptly following the time that 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 other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes 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 Current Report Guarantor’s filing of each quarterly report on Form 810-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (ii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms AgreementQ and its annual report on Form 10-K, the Company and the Guarantor shall furnish or cause to be furnished to the Agents (or, in the case of each Agent forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith 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 or such Agent, as the case may beAgents, 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) , and any applicable Disclosure Package), or, in lieu of such certificate or certificates, a certificate or certificates of the same tenor as the certificates 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 certificatescertificate, and such Disclosure Package.

Subsequent Delivery of Certificates. Each time that 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 in other than by terms of the Notes or (ii) an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes or an offering of preferred stock of the Company or its subsidiariesNotes) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than (i) any a Current Report on Form 8-K relating exclusively to the issuance unless delivery of debt securities or preferred stock under the Registration Statement or (ii) a document filed pursuant to Section 14 of the 1934 Act unless certificate is reasonably requested by the AgentsAgents with respect to such filing) incorporated by reference into the Prospectus or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, the terms of which so require, the Company shall use its best efforts to furnish or cause to be furnished to the Agents (or, in or to the case of a sale of Notes Agent party to an Agent pursuant to a the Terms Agreement, to such Agent) forthwith 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 promptly following such amendment, supplement or filing or on the Settlement Date with respect to the Agents or such AgentTerms Agreement, as the case may be, a certificate in form satisfactory to counsel for the Agents to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate; 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, for purposes of such certificate, the 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 to apply with respect to such Notes.

Subsequent Delivery of Certificates. Each time that (1) 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 other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes 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 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 a presentation of periodic financial information (including management's discussion and analysis), a true and accurate summary of which has been previously filed in a Current Report on Form 8-K, if a certificate described below was delivered in connection with the issuance of debt securities or preferred stock under the Registration Statement filing on such Form 8-K) or (ii2) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, Agreement then the Company shall furnish or cause to be furnished to the Agents (orforthwith a certificate dated the date of effectiveness of such amendment, in the case of a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith 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 and substance satisfactory to the Agents or such Agent, as the case may be, to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate; PROVIDED, HOWEVER, that 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, 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 may reasonably request.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (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 other than by an amendment or supplement which relates exclusively relating solely to an the offering of debt securities other than the Notes or an offering of preferred stock Notes, (y) unless otherwise expressly and reasonably requested by the Agent, the filing 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 Company's Current Report Reports on Form 8-K relating exclusively with the Commission pursuant to the issuance of debt securities or preferred stock under the Registration Statement 1934 Act or (iiz) a document 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 offers to purchase Notes pursuant to Section 14 of the 1934 Act unless requested by the Agents3(b) or hereof, (if required pursuant to the terms of a Terms Agreementii) the Company sells Notes to an the Agent as principal and solely to the extent reasonably requested by the Agent and specified pursuant to Section 3(a) hereof in the applicable Terms Agreement or (iii) the Company sells Notes in a Terms Agreementform not previously certified to the Agent by the Company, the Company shall furnish or cause to be furnished to the Agents (orAgent, in the case of forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, Agent to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate (it being understood that, in the case of clause (ii) above, any such certificate shall also include a certification that there has been no Material Adverse Effect since the date of the agreement by the Agent to purchase Notes from the Company as principal). In the event that the Company is not required to fulfill any obligations set forth in the immediately preceding sentence that it may have because the Company has suspended the solicitation of offers to purchase Notes pursuant to Section 3(b) hereof, the Company shall fulfill any such obligations at such time as the Company has advised the Agent that solicitation may be resumed pursuant to Section 3(b) hereof.

Subsequent Delivery of 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 changes, and other than by an amendment or supplement which relates exclusively to an offering the issuance of debt securities other than the Notes or an offering of preferred stock of the Company or its subsidiariesSecurities), (ii) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than (i) any Current Report on Form 8-K relating exclusively to K, unless the issuance of debt securities or preferred stock under the Registration Statement or Agents shall otherwise specify), (iiiii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant in connection with the purchase of Securities by one or more Agents as principal) the Operating Partnership sells Securities to one or more Agents as principal or (iv) the Operating Partnership issues and sells Securities in a form not previously certified to the terms of a Terms Agreement) Agents by the Company sells Notes to an Agent pursuant to a Terms AgreementPartnerships, the Company Partnerships shall furnish or cause to be furnished to the Agents (or, in the case of a sale of Notes to an Agent pursuant to a Terms Agreement, to such AgentAgent(s) forthwith certificates 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 or such Agent, as the case may be, Agent(s) to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate (it being understood that, in the case of clause (iii) 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 Simon DeBartolo Entities considered as one enterprise since txx xxxx xx xxx xgreement by such Agent(s) to purchase Securities from the Operating Partnership as principal).

Subsequent Delivery of Certificates. Each time that (i) the Operating Partnership shall file a Form 10-K or Form 10-Q with the Commission, unless otherwise waived by the Agents, (ii) the Registration Statement or the Prospectus shall be amended or supplemented (other than by 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 other than by an amendment or supplement which relates exclusively relating solely to an the offering of debt securities other than the Notes 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 Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (ii) a document filed pursuant to Section 14 of the 1934 Act unless Notes), if requested in writing by the Agents or Agents (iii) (if requested in writing by the Agent or Agents) or (if required pursuant to the terms of a Terms Agreement) the Company Operating Partnership sells Notes to an Agent pursuant one or more Agents as principal or (iv) the Operating Partnership sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Operating Partnership, the Company Operating Partnership shall furnish or cause to be furnished to the Agents (or, in the case of a sale of Notes to an Agent pursuant to a Terms Agreement, to such AgentAgent(s) forthwith certificates 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 or such Agent, as the case may be, Agent(s) to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate (it being understood that, in the case of clause (iii) 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 Operating Partnership and its Subsidiaries considered as one enterprise since the date of the agreement by such Agent(s) to purchase Notes from the Operating Partnership as principal).

Subsequent Delivery of Certificates. Each time that 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 in other than by terms of the Notes or (ii) an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes or an offering of preferred stock of the Company or its subsidiariesNotes) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than (i) any a Current Report on Form 8-K relating exclusively to the issuance unless delivery of debt securities or preferred stock under the Registration Statement or (ii) a document filed pursuant to Section 14 of the 1934 Act unless certificate is reasonably requested by the AgentsAgents with respect to such filing) incorporated by reference into the Prospectus or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, the terms of which so require, the Company shall use its best efforts to furnish or cause to be furnished to the Agents (or, in or to the case of a sale of Notes Agent party to an Agent pursuant to a the Terms Agreement, to such Agent) forthwith 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 promptly following such amendment, supplement or filing or on the Settlement Date with respect to the Agents or such AgentTerms Agreement, as the case may be, a certificate in form satisfactory to counsel for the Agents to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate; 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, for purposes of such certificate, the 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 to apply with respect to such Notes.

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 other than by an amendment or supplement which relates exclusively relating solely to an the offering of debt securities other than the Notes 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 Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (ii) a document filed pursuant to Section 14 of the 1934 Act unless Notes), if requested in writing by the Agent or Agents, (iii) (if requested in writing by the Agent or Agents) or (if required pursuant to the terms of a Terms Agreement) the Company Operating Partnership sells Notes to an Agent pursuant one or more Agents as principal or (iv) the Operating Partnership sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Operating Partnership, the Company Operating Partnership shall furnish or cause to be furnished to the Agents (or, in the case of a sale of Notes to an Agent pursuant to a Terms Agreement, to such AgentAgent(s) forthwith certificates 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 or such Agent, as the case may be, Agent(s) to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate (it being understood that, in the case of clause (iii) 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 Operating Partnership and its Subsidiaries considered as one enterprise since the date of the agreement by such Agent(s) to purchase Notes from the Operating Partnership as principal).

Subsequent Delivery of Certificates. Each time that 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 other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes or an offering of preferred stock of the Company Guarantor or its subsidiaries) or there is filed with the SEC any document incorporated by reference into the Prospectus (other than (i) any Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (ii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents (or, in the case of a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith 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 Agents or such Agent, as the case may be, to the effect that the statements contained in the 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) or, in lieu of such certificates, certificates of the same tenor as the 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 certificates.

Subsequent Delivery of Certificates. Each Reasonably promptly following the time that 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 other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes 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 Current Report Guarantor’s filing of each quarterly report on Form 810-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (ii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms AgreementQ and its annual report on Form 10-K, the Company and the Guarantor shall furnish or cause to be furnished to the Agents (or, in the case of each Agent forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith 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 or such Agent, as the case may beAgents, 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 1000 Xxx) or when the Company sells Securities to such Agent pursuant to a Terms Agreement (if such certificate or certificates are required by such Terms Agreement), the Company and the Guarantor shall furnish or cause to be furnished to such Agent forthwith a certificate or certificates dated the date of filing with the 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) , and any applicable Disclosure Package), or, in lieu of such certificate or certificates, a certificate or certificates of the same tenor as the certificates 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 certificatescertificate, and such Disclosure Package.

Subsequent Delivery of Certificates. Each time that 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 in other than by terms of the Notes or (ii) an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes or an offering of preferred stock of the Company or its subsidiariesNotes) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than (i) any Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (ii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, the terms of which so require, the Company shall use its best efforts to furnish or cause to be furnished to the Agents (or, in or to the case of a sale of Notes Agent party to an Agent pursuant to a the Terms Agreement, to such Agent) forthwith 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 promptly following such amendment, supplement or filing or on the Settlement Date with respect to the Agents or such AgentTerms Agreement, as the case may be, a certificate in form satisfactory to counsel for the Agents to the effect that the statements contained in the certificates certificate referred to in Section 5(b5(d) 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate; PROVIDED, HOWEVER, that in the case of any such amendment or supplement that relates to the Notes which are indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index, such certificate shall state that, for purposes of such certificate, the phrase "or with respect to Notes which are to be 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 to apply with respect to such Notes.

Subsequent Delivery of Certificates. Each Subject to the provisions of ----------------------------------- Section 4(k) hereof, each time that 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 changes terms, and other than by an amendment or supplement which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes or an offering of preferred stock of the Company or its subsidiaries) Notes), or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than (i) any Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (ii) a document filed pursuant to Section 14 of other than the 1934 Act unless requested by the AgentsNotes) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent one or more Agents pursuant to a Terms Agreement, if requested by the Agents or counsel to the Agents, the Company shall furnish or cause to be furnished to the Agents (or, in the case of forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate; provided, however, that if the Company shall determine that it does not intend to be in the market for up to three months after the date of 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 Agents received by the Company with respect to such amendment or supplement shall be deemed withdrawn until such time as the Company notifies the Agents that it wishes to re-enter the market.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (A) 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 other than by (B) an amendment deemed to have occurred as a result of a periodic filing by the Company, Global Funding or supplement which relates exclusively to an offering of debt securities other than any Issuing Trust under the Notes 1934 Act or an offering of preferred stock the 1934 Act Regulations, except any quarterly report 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 Current Report on Form 810-Q or any annual report of the Company on Form 10-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (any such report, an "SEC Periodic Report")), (ii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from an Issuing Trust by one or more Agents as principal) the Company an Issuing Trust sells Notes to one or more Agents as principal or (iii) an Agent pursuant Issuing Trust sells Notes in a form not previously certified to a Terms Agreementthe Agents by such Issuing Trust, the Company shall furnish or cause to be furnished to the Agents (orAgents, in the case of forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate (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 any delivery of certificates as required by this Section 4(b) due to the filing of an SEC Periodic Report shall only be required to be delivered prior to the pricing date for Notes issued immediately after such SEC Periodic Report.

Subsequent Delivery of Certificates. Each time (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 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 other than by an amendment or supplement (A) changing the payment terms of Notes or similar changes, (B) which relates exclusively to an offering of debt securities other than the Notes or an offering of preferred stock of (C) which the Company or its subsidiariesapplicable Selling Agents deem immaterial) or there is filed with (iii) if requested by a Selling Agent, on the SEC any document incorporated by reference into applicable Settlement Date, each time the Prospectus (other than (i) any Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (ii) a document filed Selling Agent purchases Notes as principal pursuant to Section 14 1(c) of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms this Agreement, the Company and the Guarantor shall furnish or cause to be furnished to the Selling Agents forthwith a certificate of each of the Company and the Guarantor, signed by the President, Treasurer, Secretary or any Vice President of the Company and by any Senior Vice President or Treasurer of the Guarantor, as applicable, dated the later of (or, in the case of a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agentx) forthwith certificates dated 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 Selling Agents or such Agent, as the case may be, to the effect that the statements contained in the 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the 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 certificatescertificate. If such certificate is delivered pursuant to clause (iii) above at the request of a Selling Agent, such certificate shall also relate to the applicable Disclosure Package as of the applicable Initial Sale Time.

Subsequent Delivery of Certificates. Each time that (i) the ----------------------------------- Registration Statement or the Prospectus shall be amended or supplemented (including an amendment or supplement thereto that results from the incorporation by reference of annual (Form 10-K or successor forms) or quarterly (Form 10-Q or succeessor forms) reports filed under the 1934 Act into the Registration Statement in accordance with the requirements of Form S-3, but excluding (x) an amendment or supplement thereto that results from the incorporation by reference of other than reports (such as current reports on Form 8-K or successor forms) filed under the 1934 Act into the Registration Statement in accordance with the requirements of Form S-3, unless specifically requested by the Agent(s) after review of such reports and (y) 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 other than by an amendment or supplement which relates exclusively relating solely to an the offering of debt securities other than the Notes 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 Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or Notes), (ii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant or through one or more Agents, whether as principal or as agent, or (iii) the Company sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Company, the Company shall furnish or cause to be furnished to the Agents (orAgent(s), in the case of forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, Agent(s) to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate (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 CIT, the Company and their respective subsidiaries considered as one enterprise since the date of the agreement by such Agent(s) to purchase Notes from the Company as principal).

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 other than by an amendment or supplement which relates exclusively relating solely to an the issuance and/or offering of debt securities other than the Notes or an offering of preferred stock of the Company or its subsidiariesNotes), (ii) or there is filed with the SEC any document incorporated by reference into the Prospectus (other than (i) any Current Report on Form 8-K relating exclusively solely to the issuance and/or offering of debt securities or preferred stock under other than the Registration Statement or Notes), (iiiii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Trust by one or more Agents as principal) the Company Trust sells Notes to an such Agent pursuant or Agents as principal or (iv) the Trust sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Trust, the Company Trust shall furnish or cause to be furnished to the Agents (or, in the case of a sale of Notes to an Agent pursuant to a Terms Agreement, to such AgentAgent(s) forthwith certificates 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 or such Agent, as the case may be, Agent(s) to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate.

Subsequent Delivery of Certificates. Each time (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 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 other than by an amendment or supplement (A) changing the payment terms of the Notes or similar changes, (B) which relates exclusively to an offering of debt securities other than the Notes or an offering of preferred stock of (C) which the Company or its subsidiariesapplicable Selling Agents deem immaterial) or there is filed with (iii) if requested by a Selling Agent, on the SEC any document incorporated by reference into applicable Settlement Date, each time the Prospectus (other than (i) any Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (ii) a document filed Selling Agent purchases Notes as principal pursuant to Section 14 1(c) of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms this Agreement, the Company shall furnish or cause to be furnished to the Selling Agents (orforthwith a certificate of the Company, in signed by the case President, Treasurer, Secretary, or any Managing Director or Senior Vice President of a sale the Company, or such other officer of Notes to an Agent the Company duly authorized by or pursuant to a Terms Agreementthe authority of the Company’s board of directors and satisfactory to the Selling Agents or their counsel, to such Agentdated the later of (x) forthwith certificates dated 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 Selling Agents or such Agent, as the case may be, to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate. If such certificate is delivered pursuant to clause (iii) above at the request of a Selling Agent, such certificate shall also relate to the applicable Disclosure Package as of the applicable Initial Sale Time.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (A) 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 other than by (B) an amendment deemed to have occurred as a result of a periodic filing by the Company, Global Funding or supplement which relates exclusively to an offering of debt securities other than any Issuing Trust under the Notes 1934 Act or an offering of preferred stock the 1934 Act Regulations, except any quarterly report 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 Current Report on Form 810-Q or any annual report of the Company on Form 10-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (any such report, an "SEC Periodic Report")), and (ii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from an Issuing Trust by one or more Agents as principal) the Company an Issuing Trust sells Notes to one or more Agents as principal or (iii) an Agent pursuant Issuing Trust sells Notes in a form not previously certified to a Terms Agreementthe Agents by such Issuing Trust, the Company shall furnish or cause to be furnished to the Agents (orAgents, in the case of forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate (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 any delivery of certificates as required by this Section 4(b) due to the filing of an SEC Periodic Report shall only be required to be delivered prior to the pricing date for Notes issued immediately after such SEC Periodic Report.

Subsequent Delivery of Certificates. Each time that 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 other than by or (iii) an amendment or supplement which relates relating exclusively to an offering of debt securities other than the Notes or an offering of preferred stock of the Company or its subsidiariesNotes) or there is filed with the SEC any document incorporated by reference into in the Prospectus (other than (i) any Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under other than the Registration Statement or (iiNotes) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (or, if required pursuant to the terms of a Terms Agreement) , the Company sells Notes to an the Purchasing Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents (or, in the case of Purchasing Agent forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, Purchasing Agent to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate; provided, however, that if the Purchasing Agent has suspended solicitation of purchases of the Notes in its capacity as agent pursuant to a request from the Company, and the Purchasing Agent shall not hold any Notes as principal, the Company shall not be obligated so to furnish the Purchasing Agent with a certificate or certificates until such time as the Company shall determine that the solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with the Purchasing Agent.

Subsequent Delivery of Certificates. Each time that 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 other than by or (iii) an amendment or supplement which relates relating exclusively to an offering of debt securities other than the Notes or an offering of preferred stock of the Company or its subsidiariesNotes) or there is filed with the SEC any document incorporated by reference into in the Prospectus (other than (ix) any Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under other than the Registration Statement Notes or (iiy) a document filed pursuant to Section 14 of the 1934 Act unless reasonably requested by any Agent, any Current Report on Form 8-K filed by the AgentsCompany under Items 5.02, 5.03, 5.04 or 5.05 thereof) or (or, if required pursuant to the terms of a Terms Agreement) , the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents (or, in the case of forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, to the effect that the statements contained in the certificates 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 timetime and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreement) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificates.certificate and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreement; provided, however, that if the Agents have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company pursuant to Section 4(l) hereof, and the Agents shall not hold any Notes as principal, the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time as the Company shall determine that the solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with an Agent.^

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the 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 changes and additional financial information, or, unless the Agents shall otherwise specify, other than by an amendment or supplement which relates exclusively to an offering of debt securities Securities other than the Notes Notes), or an offering of preferred stock of the Company or its subsidiaries(ii) or 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 Current Report on Form 8-K), or (iiv) there is filed with the Commission any Current Report on Form 8-K relating exclusively containing information that is reasonably deemed to be materially adverse to the issuance business affairs or prospects of debt securities or preferred stock under the Registration Statement Company, or (iiv) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents (or, in the case of forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, Agent to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate. In the case of certificates to be furnished pursuant to (iii) or (iv) above, the Company may request that the Agents waive the requirement for the certificates., which request shall not be unreasonably refused; (c)

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates of Notes or similar changes and Pricing Supplement and, unless any Agent shall otherwise specify, other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes or an offering of preferred stock of the Company or its subsidiariesNotes), (ii) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than (i) any Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (ii) a document filed pursuant to Section 14 quarterly or annual financial results of the 1934 Act Company, in each case unless requested by the Agentsany Agent shall otherwise specify), (iii) or (if required pursuant to the terms of a Terms Agreement) , the Company sells Notes to an Agent or Agents pursuant to a Terms AgreementAgreement or (iv) if specifically requested by the Agent to or through whom the Notes are issued and sold, the Company issues and sells Notes through or to an Agent bearing interest determined by reference to an interest rate basis or formula not described in the Prospectus in the form first filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, the Company shall furnish or cause to be furnished to the Agents (orforthwith a certificate, in the case of a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate.

Subsequent Delivery of Certificates. Each Reasonably promptly following each time (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 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 other than by an amendment or supplement (A) changing the payment terms of the Notes or similar changes, (B) which relates exclusively to an offering of debt securities other than the Notes or an offering of preferred stock of (C) which the Company or its subsidiariesapplicable Selling Agents deem immaterial) or there is filed with (iii) if requested by a Selling Agent, on the SEC any document incorporated by reference into applicable Settlement Date, each time the Prospectus (other than (i) any Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (ii) a document filed Selling Agent purchases Notes as principal pursuant to Section 14 1(c) of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms this Agreement, the Company shall furnish or cause to be furnished to the Selling Agents (orforthwith a certificate of the Company, in signed by the case President, Treasurer, Secretary, or any Managing Director, any Director or Senior Vice President of a sale the Company, or such other officer of Notes to an Agent the Company duly authorized by or pursuant to a Terms Agreementthe 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 Agentcertificate, or with respect to clause (ii) forthwith certificates dated 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 Selling Agents or such Agent, as the case may be, to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate. If such certificate is delivered pursuant to clause (iii) above at the request of a Selling Agent, such certificate shall also relate to the applicable Disclosure Package as of the applicable Initial Sale Time.

Subsequent Delivery of Certificates. Each time that 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 changes, and, unless the Agents shall otherwise specify, other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes or an offering of preferred stock of the Company or its subsidiariesNotes) or there is filed with the SEC any document incorporated by reference into the Prospectus (other than (i) any Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock other than Notes under the Registration Statement or (ii) a document filed pursuant to Section 14 of Statement, unless the 1934 Act unless requested by the AgentsAgents shall otherwise specify) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents (or, in the case of such Agent forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, Agent to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate.

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 changes, and other than by an amendment or supplement which relates exclusively to an offering the issuance of debt securities other than the Notes or an offering of preferred stock of the Company or its subsidiariesNotes), (ii) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than (i) any Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under other than the Registration Statement or Notes), (iiiii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes by one or more Agents as principal) the Company Operating Partnership sells Notes to an such Agent pursuant or Agents as principal or (iv) if the Operating Partnership issues and sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Operating Partnership, the Company Operating Partnership shall furnish or cause to be furnished to the Agents (or, in the case of a sale of Notes to an Agent pursuant to a Terms Agreement, to such AgentAgent(s) forthwith certificates 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 or such Agent, as the case may be, Agent(s) to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate.

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 other than by (B) an amendment deemed to have occurred as a result of a periodic filing by the Company, Global Funding or supplement which relates exclusively to an offering of debt securities other than any Issuing Trust under the Notes 1934 Act or an offering of preferred stock the 1934 Act Regulations, except any quarterly report 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 Current Report on Form 810-Q or any annual report of the Company on Form 10-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (any such report, an "SEC PERIODIC REPORT")), (ii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from an Issuing Trust by one or more Agents as principal) the Company an Issuing Trust sells Notes to one or more Agents as principal or (iii) an Agent pursuant Issuing Trust sells Notes in a form not previously certified to a Terms Agreementthe Agents by such Issuing Trust, the Company shall furnish or cause to be furnished to the Agents (orAgents, in the case of forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate (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 any delivery of certificates as required by this Section 4(b) due to the filing of an SEC Periodic Report shall only be required to be delivered prior to the pricing date for Notes issued immediately after such SEC Periodic Report.

Subsequent Delivery of Certificates. Each time that 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 changes, and, unless the Agents shall otherwise specify, other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes or an offering of preferred stock of the Company or its subsidiariesNotes) or there is filed with the SEC any document incorporated by reference into the Prospectus (other than (i) any Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock other than Notes under the Registration Statement or (ii) a document filed pursuant to Section 14 of Statement, unless the 1934 Act unless requested by the AgentsAgents shall otherwise specify) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents (or, in the case of such Agent forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, Agent to the effect that the statements contained in the certificates certificate referred to in Section 5(b5(e) 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates certificate referred to in said Section 5(b5(e), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificatescertificate.

Subsequent Delivery of Certificates. Each Reasonably promptly following each time (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 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 other than by an amendment or supplement (A) changing the payment terms of the Notes or similar changes, (B) which relates exclusively to an offering of debt securities other than the Notes or an offering of preferred stock of (C) which the Company or its subsidiariesapplicable Selling Agents deem immaterial) or there is filed with (iii) if requested by a Selling Agent, on the SEC any document incorporated by reference into applicable Settlement Date, each time the Prospectus (other than (i) any Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (ii) a document filed Selling Agent purchases Notes as principal pursuant to Section 14 1(c) of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms this Agreement, the Company shall furnish or cause to be furnished to the Selling Agents (orforthwith a certificate of the Company, in signed by the case President, Treasurer, Secretary, or any Managing Director, any Director or Senior Vice President of a sale the Company, or such other officer of Notes to an Agent the Company duly authorized by or pursuant to a Terms Agreementthe 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 Agentcertificate, or with respect to clause (ii) forthwith certificates dated 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 Selling Agents or such Agent, as the case may be, to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate. If such certificate is delivered pursuant to clause (iii) above at the request of a Selling Agent, such certificate shall also relate to the applicable Disclosure Package as of the applicable Initial Sale Time.

Subsequent Delivery of Certificates. Each Reasonably promptly following each time (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 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 other than by an amendment or supplement (A) changing the payment terms of the Notes or similar changes, (B) which relates exclusively to an offering of debt securities other than the Notes or an offering of preferred stock of (C) which the Company or its subsidiariesapplicable Selling Agents deem immaterial) or there is filed with (iii) if requested by a Selling Agent, on the SEC any document incorporated by reference into applicable Settlement Date, each time the Prospectus (other than (i) any Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (ii) a document filed Selling Agent purchases Notes as principal pursuant to Section 14 1(c) of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms this Agreement, the Company shall furnish or cause to be furnished to the Selling Agents (orforthwith a certificate of the Company, in signed by the case Treasurer, any Managing Director, any Director, any Senior Vice President or other Vice President of a sale the Company, or such other officer of Notes to an Agent the Company duly authorized by, or pursuant to a Terms Agreementthe 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 Agentcertificate, or with respect to clause (ii) forthwith certificates dated 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 Selling Agents or such Agent, as the case may be, to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate. If such certificate is delivered pursuant to clause (iii) above at the request of a Selling Agent, such certificate shall also relate to the applicable Disclosure Package as of the applicable Initial Sale Time.

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 Notes or similar changes and other than by an amendment or supplement which relates exclusively to an offering the variable terms of debt securities other than the Notes or an offering any deemed amendment pursuant to the filing of preferred stock any report and definitive proxy or information statement of the Company or its subsidiaries) or there is filed with the SEC any document incorporated by reference into Securities and Exchange Commission (the Prospectus (other than (i"SEC") any Current Report on Form 8-K relating exclusively pursuant to the issuance requirements of debt securities or preferred stock under the Registration Statement Exchange Act), or (ii) a document filed pursuant if agreed to Section 14 by each of the 1934 Act unless requested by Indenture Parties, the Agents) or (if required pursuant to Company and the terms applicable Initial Purchasers in the applicable Terms Agreement in connection with the purchase of a Terms Agreement) Tranche of Notes from the Company sells Notes to an Agent pursuant to a Terms AgreementIssuer by such Initial Purchasers, each of the Indenture Parties and the Company shall furnish or cause to be furnished to the Agents (orapplicable Initial Purchasers, in the case of forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, Initial Purchasers to the effect that the statements contained in the 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate (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; provided, however, that, unless otherwise agreed with the applicable Initial Purchaser(s), any delivery of certificates as required by this Section 7(a) due to an event described in clause (i) above shall only be required to be delivered prior to the pricing date for the Tranche of Notes issued immediately after such event described in clause (i) above.

Subsequent Delivery of Certificates. Each time that 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 other than by filing a document incorporated by reference into the Prospectus (which is hereinafter addressed) or by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes or an offering of preferred stock of Notes) or, except as set forth in the Company or its subsidiaries) or next sentence, there is filed with the SEC any document incorporated by reference into the Prospectus (other than (i) any Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (ii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) Prospectus, or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an the Purchasing Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents (or, in the case of Purchasing Agent forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, Purchasing Agent to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate. If any document other than an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q is filed with the SEC and incorporated by reference into the Prospectus, the Purchasing Agent agrees that the Company will be required to deliver a certificate pursuant to this subsection only after delivery of such certificate is requested by the Purchasing Agent.

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 other than by (B) an amendment deemed to have occurred as a result of a periodic filing by the Company or supplement which relates exclusively to an offering of debt securities other than the Notes Trust under the 1934 Act or an offering of preferred stock the 1934 Act Regulations, except any quarterly report 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 Current Report Trust on Form 810-Q or any annual report of the Company or the Trust on Form 10-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (any such report, an "SEC Periodic Report")), (ii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Trust by one or more Agents as principal) the Company Trust sells Notes to an Agent pursuant one or more Agents as principal or (iii) the Trust sells Notes in a form not previously certified to a Terms Agreementthe Agents by the Trust, the Trust shall, and the Trust agrees to cause the Company shall to, furnish or cause to be furnished to the Agents (orAgents, in the case of forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate (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 any delivery of certificates as required by this Section 7(b) due to the filing of an SEC Periodic Report shall only be required to be delivered prior to the pricing date for the series of Notes issued immediately after such SEC Periodic Report.

Subsequent Delivery of Certificates. Each time that (1) 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 other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes 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 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 a presentation of periodic financial information (including management's discussion and analysis), a true and accurate summary of which has been previously filed in a Current Report on Form 8-K, if a certificate described below was delivered in connection with the issuance of debt securities or preferred stock under the Registration Statement filing on such Form 8-K) or (ii2) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, Agreement then the Company shall furnish or cause to be furnished to the Agents (orforthwith a certificate dated the date of effectiveness of such amendment, in the case of a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith 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 and substance satisfactory to the Agents or such Agent, as the case may be, to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate; provided, however, that 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, 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 may reasonably request.

Subsequent Delivery of Certificates. Each Reasonably promptly following each time (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 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 other than by an amendment or supplement (A) changing the payment terms of Notes or similar changes, (B) which relates exclusively to an offering of debt securities other than the Notes or an offering of preferred stock of (C) which the Company or its subsidiariesapplicable Selling Agents deem immaterial) or there is filed with (iii) if requested by a Selling Agent, on the SEC any document incorporated by reference into applicable Settlement Date, each time the Prospectus (other than (i) any Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (ii) a document filed Selling Agent purchases Notes as principal pursuant to Section 14 1(c) of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms this Agreement, the Company shall furnish or cause to be furnished to the Selling Agents (orforthwith a certificate of the Company, in signed by the case President, Treasurer, Secretary, or any Managing Director, any Director or Senior Vice President of a sale the Company, or such other officer of Notes to an Agent the Company duly authorized by or pursuant to a Terms Agreementthe 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 Agentcertificate, or with respect to clause (ii) forthwith certificates dated 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 Selling Agents or such Agent, as the case may be, to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate. If such certificate is delivered pursuant to clause (iii) above at the request of a Selling Agent, such certificate shall also relate to the applicable Disclosure Package as of the applicable Initial Sale Time.

Subsequent Delivery of Certificates. Each Reasonably promptly following the time that 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 other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes 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 Current Report Company’s filing of each quarterly report on Form 810-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (ii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms AgreementQ and its annual report on Form 10-K, the Company shall furnish or cause to be furnished to the Agents (or, in the case of each Agent forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may beAgents, to the effect that the statements contained in the certificates certificate 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, a certificate of the same tenor as the certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by a Non-General Supplement) to the time of delivery of such certificate. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 1000 Xxx) or when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such certificate is required by such Terms Agreement), the Company shall furnish or cause to be furnished to such Agent forthwith a certificate dated the date of filing with the SEC of such supplement, the date of effectiveness of such amendment or the date of such sale, as the case may be, in form satisfactory to such Agent to the effect that the statements contained in the certificate referred to in Section 5(b) hereof which were last furnished to such Agent are true and correct at the time of amendment, supplement, filing supplement or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement Statement, the Basic Prospectus and the Prospectus any applicable Prospectus, as amended and supplemented to such time) , and any applicable Disclosure Package), or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate, and such Disclosure Package.

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by except for an amendment or supplement providing solely for limited to information as to the offering or sale of a change in the interest rates particular tranche of Notes Notes) or similar changes and other than a new Registration Statement is used by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes or an offering of preferred stock of the Company or its subsidiarieswith respect to the Notes, and (ii) or 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 (i) and any Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (ii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreementreasonably requests, the Company shall furnish or cause to be furnished or otherwise make available to the Agents (or, in the case of a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates dated the date 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 or such Agent, as the case may be, Agent(s) to the effect that the statements contained in the 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 timetime or the new Registration Statement, as the case may be) or, in lieu of such certificatescertificate, certificates of the same tenor as the 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 certificates.certificates or the new Registration Statement, as the case may be; provided, however, 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 Notes in their capacity as agents pursuant to instructions of the Company, if no Agent shall then hold any Notes as principal purchased under a Terms Agreement;

Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented 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 and Pricing Supplement and, unless any Agent shall otherwise specify, other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes or an offering of preferred stock of the Company or its subsidiariesNotes), (ii) or there is filed with the SEC Commission under the 1934 Act any document incorporated by reference into the Prospectus (other than (i) any Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (ii) a document filed pursuant to Section 14 quarterly or annual financial results of the 1934 Act Company, in each case unless requested by the Agentsany Agent shall otherwise specify), (iii) or (if required pursuant to the terms of a Terms Agreement) , the Company sells Notes to an Agent one or more Agents pursuant to a Terms AgreementAgreement or (iv) if specifically requested by the Agent or Agents to or through whom the Notes are issued and sold, the Company issues and sells Notes through or to one or more Agents bearing interest determined by reference to an interest rate basis or formula not described in the Prospectus in the form first filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, the Company shall furnish or cause to be furnished to the Agents (orforthwith a certificate, in the case of a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate (it being understood that, in the case of clause (iii) above, any such certificate shall also include a certification that there has been no material adverse change or any development or event involving a prospective material adverse change in the business, financial condition or results of operations of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, since the date of the applicable Terms Agreement).

Subsequent Delivery of Certificates. Each Reasonably promptly following the time that 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 other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes 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 Current Report Company’s filing of each quarterly report on Form 810-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (ii) a document filed pursuant to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms AgreementQ and its annual report on Form 10-K, the Company shall furnish or cause to be furnished to the Agents (or, in the case of each Agent forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may beAgents, to the effect that the statements contained in the certificates certificate 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, 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, filing supplement or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement Statement, the Basic Prospectus and the Prospectus any applicable Prospectus, as amended and supplemented to such time) , and any applicable Disclosure Package), or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate, and such Disclosure Package.

Subsequent Delivery of Certificates. Each Reasonably promptly following each time (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 other than by an amendment or supplement (A) changing the payment terms of Notes or similar changes, (B) which relates exclusively to an offering of debt securities other than the Notes or an offering of preferred stock of (C) which the Company or its subsidiariesapplicable Selling Agents deem immaterial) or there is filed with (iii) if requested by a Selling Agent, on the SEC any document incorporated by reference into applicable Settlement Date, each time the Prospectus (other than (i) any Current Report on Form 8-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (ii) a document filed Selling Agent purchases Notes as principal pursuant to Section 14 1(c) of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms this Agreement, the Company and the Guarantor shall furnish or cause to be furnished to the Selling Agents (orforthwith a certificate of each of the Company and the Guarantor, in signed by the case President, Treasurer, Secretary or any Vice President of a sale the Company and by any Managing Director, Director, Senior Vice President or the Treasurer of Notes to an Agent the Guarantor or such other officer of the Guarantor duly authorized by or pursuant to a Terms Agreementthe 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 Agentcertificate, or with respect to clause (ii) forthwith certificates dated 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 Selling Agents or such Agent, as the case may be, to the effect that the statements contained in the 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the 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 certificatescertificate. If such certificate is delivered pursuant to clause (iii) above at the request of a Selling Agent, such certificate shall also relate to the applicable Disclosure Package as of the applicable Initial Sale Time.

Subsequent Delivery of Certificates. Each 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 other than by (B) an amendment deemed to have occurred as a result of a periodic filing by the Company, Global Funding or supplement which relates exclusively to an offering of debt securities other than any Issuing Trust under the Notes 1934 Act or an offering of preferred stock the 1934 Act Regulations, except any quarterly report 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 Current Report on Form 810-Q or any annual report of the Company on Form 10-K relating exclusively to the issuance of debt securities or preferred stock under the Registration Statement or (any such report, an "SEC Periodic Report")), and (ii) a document filed pursuant each Settlement Date, Global Funding shall, and agrees to Section 14 of the 1934 Act unless requested by the Agents) or (if required pursuant to the terms of a Terms Agreement) cause the Company sells Notes to an Agent pursuant to a Terms Agreementto, the Company shall furnish or cause to be furnished to the Agents (orAgents, in the case of forthwith a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent) forthwith certificates 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 or such Agent, as the case may be, to the effect that the statements contained in the certificates 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) or, in lieu of such certificatescertificate, certificates a certificate of the same tenor as the certificates 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 certificatescertificate (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 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 issued immediately after such SEC Periodic Report.