Common use of Subsequent Delivery of Legal Opinions Clause in Contracts

Subsequent Delivery of Legal Opinions. Each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment or supplement relating solely to the interest rates, interest payment dates or maturity dates of the Notes or similar information, (ii) solely for the inclusion of additional financial information (including any management's discussion and analysis), (iii) by an amendment made by the filing of a Quarterly Report on Form 10-Q and any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Report on Form 10-K and such Annual Report is incorporated by reference into the Prospectus or (3) (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 forthwith to the Agents and to counsel to the Agents the written opinions of Shearman & Sterling, counsel to the Company, and eithxx xxx Xeneral Counsel for the Company, Michael A. Harring, Associate General Counsel for Deexx, xx xxxxx xxxxxel satisfactory to the Agents, dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, or the date of such sale, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinions referred to in Section 5(a)(1) and Section 5(a)(2), respectively, hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions or, in lieu of such opinions, counsel last furnishing such opinions to the Agents shall each furnish the Agents with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); provided, however, that in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinion.

Subsequent Delivery of Legal Opinions. Each time that (1i) the Registration Statement Statement, the General Disclosure Package or the Prospectus shall be amended or supplemented (other than (i) by an amendment or supplement relating providing solely to for the interest rates, interest payment dates or maturity dates establishment of the specific terms of any tranche of Notes or similar information, (ii) solely for the inclusion of additional financial information (including any management's discussion and analysisinformation), (iiiii) there is filed with the SEC any document incorporated by an amendment made by reference into the filing of a Quarterly Report on Form 10-Q and Registration Statement, the General Disclosure Package or the Prospectus (other than any Current Report on Form 8-K K, unless the Agents shall otherwise specify), (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Report on Form 10-K and such Annual Report is incorporated by reference into the Prospectus or (3iii) (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 issuance and sale of Notes beyond the date of its previous authorization, then the Company shall furnish or cause to be furnished forthwith to the Agents and to or such Agent, as the case may be, a written opinion of the counsel to the Agents the written opinions of Shearman & Sterling, counsel to the Company, and eithxx xxx Xeneral Counsel for the CompanyCompany referred to in Section 5(a)(1) hereof, Michael A. Harring, Associate General Counsel for Deexx, xx xxxxx xxxxxel or other counsel satisfactory to the Agents, dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, or the date of effectiveness of such amendment, the date of such sale, or the soonest practicable date following such authorization, as the case may be, in form and substance satisfactory to the AgentsAgents or such Agent, as the case may be, of the same tenor as the opinions opinion referred to in Section 5(a)(1) and Section 5(a)(2), respectively, 5(a)(3) hereof, but 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 opinions opinion and to the most recent authorization of the BPU; or, in lieu of such opinionsopinion, counsel last furnishing such opinions the opinion to the Agents shall each furnish the Agents or such Agent, as the case may be, with a letter to the effect that the Agents or such Agent, as the case may be, may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed 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 letter authorizing reliancereliance and to the most recent authorization of the BPU); provided, however, that such counsel shall not be required to include in such opinion the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2clauses (x) and such portions (xi) of said Section 5(a)(1) as if the Company, in compliance with subsection (2) of Section 18 of Article Five of the First Mortgage, has delivered an opinion of counsel covering such matters and the Agents may reasonably designate and are entitled to rely thereon; provided, further, that the further effect Company shall not be required (except in the case of clause (iii) above) to cause the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinionopinion during any Suspension Period.

Subsequent Delivery of Legal Opinions. Each Reasonably promptly following each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment or supplement relating solely to the interest rates, interest payment dates or maturity dates of the Notes or similar information, (ii) solely for the inclusion of additional financial information (including any management's discussion and analysis), (iii) by an amendment made by the filing of a Quarterly Report on Form 10-Q and any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed files with the SEC the Company's Commission any Annual Report on Form 10-K and such Annual or Quarterly Report is incorporated on Form 10-Q, (ii) if required by reference into the Selling Agents, the Registration Statement, any Disclosure Package or the Base Prospectus has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing the payment terms of the Notes or similar changes (B), which relates exclusively to an offering of securities other than the Notes or (3C) which the applicable Selling Agents deem immaterial) or (iii) if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms this Agreement, the Company shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents the written opinions of Shearman & SterlingMcGuireWoods LLP, counsel to the Company, and eithxx xxx Xeneral the General Counsel of the Company (or such other attorney, reasonably acceptable to counsel to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Company) dated, Michael A. Harringwith respect to clause (i) above, Associate General Counsel for Deexxthe date of delivery of such opinion, xx xxxxx xxxxxel satisfactory or, with respect to clause (ii) or (iii) above, the Agentslater of (x) the date of filing with the Commission of such document or (y) if applicable, dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, or the date of such saleSettlement Date, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions referred to in Section 5(a)(14(b)(i) and Section 5(a)(2), respectively, hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(h)(ii) above); or, in lieu of such opinions, counsel last furnishing such opinions to the Selling Agents shall each furnish the Selling Agents with a letter substantially to the effect that the Selling Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in such letter pursuant to the time provisions of delivery of such letter authorizing relianceSection 3(h)(ii) above); provided, however, that in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request). If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K such opinion is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4)clause (iii) above at the request of a Selling Agent, modified, as necessary, to such opinion shall also relate to (A) the Registration Statement applicable Disclosure Package as of the applicable Initial Time of Sale, (B) the applicable form of note representing the Notes described in the applicable Pricing Supplement and Prospectus as amended or supplemented to (C) if applicable, the time of delivery of such opinionTerms Agreement.

Subsequent Delivery of Legal Opinions. Each time that (1i) the Registration Statement or the Prospectus Offering Circular shall be amended or supplemented with respect to the Bank Notes (other than (i) by an amendment or supplement relating (x) providing solely to the for a change in interest rates, interest payment dates rates or maturity dates other variable terms of the Bank Notes or similar informationchanges, or (y) setting forth financial statements or other information as of and for a fiscal period (unless, in the reasonable judgment of the Distribution Agents, an opinion of counsel should be furnished in light of such an amendment)), (ii) solely for the inclusion of additional financial information (including any management's discussion and analysis), (iii) by an amendment made by the filing of a Quarterly Report on Form 10-Q and any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Report on Form 10-K and such Annual Report is Commission or any bank regulatory agency any document incorporated by reference into the Prospectus or Offering Circular, but in no event more than once a quarter upon the filing of the Parent’s Form 10-Q unless requested by the Distribution Agents, (3iii) (if required pursuant in connection with the purchase of Bank Notes by a Distribution Agent as principal) the Bank sells Bank Notes to such agent as principal or (iv) die Bank issues and sells Bank Notes in a form not previously certified to the terms of a Terms Agreement) Distribution Agents by the Company sells Notes to an Agent pursuant to a Terms AgreementBank, the Company Bank shall furnish or cause to be furnished forthwith to the Distribution Agents and to the Distribution Agents’ counsel to the Agents the written opinions of Shearman & Sterling, a letter from each counsel to the Company, and eithxx xxx Xeneral Counsel for the Company, Michael A. Harring, Associate General Counsel for Deexx, xx xxxxx xxxxxel satisfactory to the Agents, dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, or the date of such sale, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinions last furnishing an opinion referred to in Section 5(a)(16(a)(i) and Section 5(a)(2), respectively, hereof, but modified, hereof (or such other counsel as necessary, to relate may be acceptable to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions or, in lieu of such opinions, counsel last furnishing such opinions to the Agents shall each furnish the Agents with a letter Distribution Agents) to the effect that the Distribution Agents may rely on such last opinion to the same extent as though it was were dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus Offering Circular as amended and supplemented to the time of delivery of such letter authorizing reliance); provided) or in lieu of such letter, however, that each such counsel (or such other counsel as may be acceptable to the Distribution Agents) may deliver a letter in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory same form as its letter referred to the Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(26(a)(i) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4), but modified, as necessary, necessary to relate to the Registration Statement and Prospectus Offering Circular as amended or and supplemented to the time tune of delivery of such opinionletter. With respect to this Section 8(c), the opinion referred to in Section 6(a)(ii) will also be furnished in the same manner contemplated above but only pursuant to Section 8(c)(iii) above.

Subsequent Delivery of Legal Opinions. Each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment or supplement relating providing solely to for a change in the interest rates, interest payment dates or maturity dates rates of the Notes or similar information, (ii) changes or solely for the inclusion of additional financial information (including any management's discussion and analysis)information, (iii) and, unless the Agents shall otherwise specify, other than by an amendment made or supplement which relates exclusively to an offering of securities other than Notes) or there is filed with the SEC any document incorporated by reference into the filing of a Quarterly Report on Form 10-Q and Prospectus (other than any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Quarterly Report on Form 10-K and such Annual Report is incorporated by reference into Q, unless the Prospectus Agents shall otherwise specify), or (3) (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 forthwith to the Agents such Agent and to counsel to the Agents the written opinions opinion of Shearman Sxxxxxxx Xxxxxxxxx LLP and/or Hunton & SterlingWxxxxxxx, each counsel to the Company, and eithxx xxx Xeneral Counsel for the Company, Michael A. Harring, Associate General Counsel for Deexx, xx xxxxx xxxxxel or other counsel satisfactory to the Agentssuch Agent, dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the Agentssuch Agent, of the same tenor as the opinions opinion referred to in Section 5(a)(15(c) and Section 5(a)(2), respectively, hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions opinion; or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Agents shall each furnish the Agents such Agent with a letter to the effect that the Agents such Agent may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); provided, however, that in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinion.

Subsequent Delivery of Legal Opinions. Each time that (1i) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment or supplement relating providing solely to for a change in the interest rates, interest payment dates or maturity dates rates of the Notes or similar information, (ii) changes or solely for the inclusion of additional financial information (including any management's discussion and analysisinformation, 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), (iiiii) there is filed with the SEC any document incorporated by an amendment made by reference into the filing of a Quarterly Report on Form 10-Q and Prospectus (other than any Current Report on Form 8-K K, unless the Agent shall otherwise specify), (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Report on Form 10-K and such Annual Report is incorporated by reference into the Prospectus or (3iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes by an Agent as principal) the Company sells Notes to an Agent pursuant 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 forthwith to the Agents and to counsel to the Agents the a written opinions opinion of Shearman & SterlingGary X. Xxxxxx, counsel to Xxq., General Counsel of the Company, and eithxx xxx Xeneral Counsel for the Company, Michael A. Harring, Associate General Counsel for Deexx, xx xxxxx xxxxxel or other counsel satisfactory to the Agents, Agents dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinions opinion referred to in Section Sections 5(a)(1) and Section 5(a)(2), respectively, 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions opinion; or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Agents shall each furnish the Agents with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); provided, however, that in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinion.

Subsequent Delivery of Legal Opinions. Each time that (1i) the Registration Statement or the Prospectus Offering Memorandum shall be amended or supplemented (other than (i) by an amendment or supplement relating providing solely to for the interest rates, interest payment dates or maturity dates determination of the variable terms of the Notes or similar informationany deemed amendment pursuant to the filing of any periodic report or definitive proxy or information statement of the Company with the SEC pursuant to the requirements of the Exchange Act), or (ii) solely for if agreed to by each of the inclusion of additional financial information (including any management's discussion Indenture Parties, the Company and analysis), (iiithe applicable Initial Purchaser(s) by an amendment made by in the filing applicable Terms Agreement in connection with the purchase of a Quarterly Report on Form 10-Q and any Current Report on Form 8-K (except in Tranche of Notes from the circumstances hereinafter described) and (iv) Issuer by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Report on Form 10-K and such Annual Report is incorporated by reference into the Prospectus or (3) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms AgreementInitial Purchasers, the Company shall furnish or cause to be furnished forthwith to the Agents and applicable Initial Purchaser(s) (and, if applicable, to counsel to the Agents applicable Initial Purchaser(s)): (A) the written opinions of Shearman letter from LeBoeuf, Lamb, Xxxxxx & SterlingXxxXxx, L.L.P., counsel to the Company, and eithxx xxx Xeneral Counsel for the Company, Michael A. Harring, Associate General Counsel for Deexx, xx xxxxx xxxxxel or other counsel satisfactory to the Agentsapplicable Initial Purchaser(s), dated the date of effectiveness of such amendmentamendment or supplement, the date of filing with the SEC of such supplement or documentas applicable, or the date of such sale, as the case may be, in form and substance reasonably satisfactory to such Initial Purchaser(s), containing a negative assurance paragraph concerning the Agentsaccuracy of the Offering Memorandum (the "Negative Assurance Paragraph"), of the same tenor as the opinions Negative Assurance Paragraph contained in Exhibit F-1 hereto, but modified, as necessary, to relate to the Offering Memorandum as amended and supplemented to the time of delivery of such Negative Assurance Paragraph or, in lieu of such Negative Assurance Paragraph, counsel last furnishing such Negative Assurance Paragraph to the applicable Initial Purchasers shall furnish such Initial Purchasers with a letter substantially to the effect that the applicable Initial Purchasers may rely on the most recently provided Negative Assurance Paragraph or opinion letter containing such Negative Assurance Paragraph to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such Negative Assurance Paragraph shall be deemed to relate to the Offering Memorandum as amended and supplemented to the time of delivery of such letter authorizing reliance) and (B) the written opinion of Xxxxx Xxxx & Xxxxxxxx, counsel to the Initial Purchasers, or other counsel reasonably satisfactory to the Initial Purchasers, dated the date of such amendment or supplement, as applicable, or the date of such sale, as the case may be, of the same tenor as the opinion referred to in Section 5(a)(16(c)(ix) and Section 5(a)(2), respectively, hereof, but 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 opinions oropinion, or in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Agents Initial Purchasers shall each furnish the Agents such Initial Purchasers with a letter substantially to the effect that the Agents Initial Purchasers may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus Offering Memorandum as amended and supplemented to the time of delivery of such letter authorizing reliance); provided, however, that that, unless otherwise agreed with the applicable Initial Purchaser(s), any delivery of opinions as required by this Section 7(b) due to an event described in clause (i) above shall only be required to be delivered prior to the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel pricing date for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall deliver their written opinions, dated the date Tranche of Notes issued immediately after such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included event described in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2clause (i) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinionabove.

Subsequent Delivery of Legal Opinions. Each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) by a Pricing Supplement, (ii) an amendment or supplement relating (A) providing solely to for a change in the interest rates, interest payment dates or maturity dates rates of the Notes or a change in the principal amount of Notes remaining to be sold or similar information, changes or (iiB) setting forth solely for the inclusion of additional financial statements or other financial information (including any management's discussion as of and analysis), for a fiscal quarter or (iii) by an amendment made or supplement that relates exclusively to an offering of securities other than the Notes) or there is filed with the SEC any document incorporated by reference in the filing of a Quarterly Report on Form 10-Q and Prospectus (other than any Current Report on Form 8-K (except i) relating exclusively to the issuance of securities other than the Notes or (ii) setting forth solely financial statements or other financial information as of and for a fiscal quarter) or, if so indicated in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Report on Form 10-K and such Annual Report is incorporated by reference into the Prospectus or (3) (if required pursuant to the terms of a applicable Terms Agreement) , the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents the a written opinions opinion of Shearman & SterlingXxxx X. Xxxxxxxx, counsel Esq., Senior Counsel to the Company, and eithxx xxx Xeneral Counsel for the Company, Michael A. Harring, Associate General Counsel for Deexx, xx xxxxx xxxxxel or other counsel satisfactory to the Agents, dated the date of effectiveness delivery of such amendment, the date of filing with the SEC of such supplement or document, or the date of such sale, as the case may beopinion, in form and substance satisfactory to the Agents, of the same tenor as the opinions opinion referred to in Section 5(a)(1) hereof, and such other opinions provided for in Section 5(a)(2), respectively, hereof5(a) hereof as the Agents may request, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions opinion, or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Agents shall each furnish the Agents with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion opinion, shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); provided, however, that if the Agents shall have suspended solicitation of purchases of the Notes in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for their capacity as agents pursuant to a request from the Company, and Brown & Wood LLPthe Agents shall not hold any Notes as principal, counsel for the Agents, or other counsel satisfactory to the Company and shall not be obligated so to furnish the Agents, shall deliver their written opinions, dated the date of Agents with an opinion or opinions until such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters time as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably shall determine that the information included in a filing by solicitation of purchases of the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion Notes should be delivered to the Agents in conjunction therewith, such Agent resumed or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents subsequently enter into a new Terms Agreement with an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinionAgent.

Subsequent Delivery of Legal Opinions. Each time that (1Except as otherwise provided in Section III(o) the Registration Statement or the Prospectus shall be amended or supplemented (other than hereof, reasonably promptly following each time: (i) by an amendment or supplement relating solely to the interest rates, interest payment dates or maturity dates of the Notes or similar information, Company accepts a Terms Agreement requiring such updating provisions; (ii) solely for the inclusion of additional financial information (including any management's discussion and analysis), (iii) by Company files with the SEC an amendment made by the filing of Annual Report on Form 10-K or a Quarterly Report on Form 10-Q and any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Report on Form 10-K and such Annual Report that is incorporated by reference into the Prospectus; or (iii) if required by the Agents after the Registration Statement, any Disclosure Package or the Prospectus has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing the payment terms of the Notes or similar changes, (B) which relates exclusively to an offering of securities other than the Notes or (3C) (if required pursuant to which the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreementapplicable Agents deem immaterial, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents the written opinions of Shearman & SterlingMcGuireWoods LLP, counsel to the Company, and eithxx xxx Xeneral the General Counsel of the Company (or such other attorney, reasonably acceptable to counsel to the Agents, who exercises general supervision or review in connection with a particular securities law matter for the Company), Michael A. Harringdated the date specified in the applicable Terms Agreement or, Associate General Counsel for Deexx, xx xxxxx xxxxxel satisfactory with respect to the Agentsclause (ii) above, dated the date of effectiveness delivery of such amendmentopinion, or with respect to clause (iii) above, dated the date of filing with the SEC of such supplement or document, document or the date of effectiveness of such saleamendment, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinions referred to in Section 5(a)(1II(c)(1) and Section 5(a)(2), respectively, hereof, but modified, as necessary, to relate to to, as applicable, the Registration Statement Statement, the applicable Disclosure Package (including, if applicable, any Permitted Free Writing Prospectuses) and the Prospectus as amended and supplemented to the time of delivery of such opinions opinions; or, in lieu of such opinions, counsel last furnishing such opinions to the Agents shall each furnish the Agents with a letter substantially to the effect that the Agents may rely on such last opinion opinions to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement Statement, the applicable Disclosure Package (including, if applicable, any Permitted Free Writing Prospectuses) and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliancesupplemented); provided, however, that in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinion.

Subsequent Delivery of Legal Opinions. Each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) or a new Registration Statement is used by an amendment or supplement relating solely the Company with respect to the interest rates, interest payment dates or maturity dates of the Notes or similar information, (ii) solely for the inclusion of additional financial information (including any management's discussion and analysis), (iii) by an amendment made by the filing of a Quarterly Report on Form 10-Q and any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Report Commission any annual report on Form 10-K and such Annual Report is incorporated by reference into the Prospectus (other than an amendment or (3) (if required pursuant supplement providing solely for a change in the interest rates of the Notes or a change in the aggregate principal amount of Notes remaining to be sold or similar changes or other than an amendment, supplement or document relating solely to securities other than the Notes or a post-effective amendment solely containing exhibits to the terms of a Registration Statement) or, if so indicated in the applicable 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 forthwith promptly to the Agents and to counsel to a written opinion of the Agents the written opinions of Shearman & Sterling, counsel to the Company, and eithxx xxx Xeneral Counsel for the Company, Michael A. Harring, Associate General Counsel for DeexxCounsel, xx xxxxx xxxxxel Treasury Operations and Assistant Secretary of the Company or other counsel satisfactory to the Agents, dated the date of effectiveness delivery of such amendment, the date of filing with the SEC of such supplement or document, or the date of such sale, as the case may beopinion, in form and substance satisfactory to the Agents, of the same tenor as the opinions opinion referred to in Section 5(a)(15(a) and Section 5(a)(2), respectively, hereof, hereof but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions opinion or the new Registration Statement, as the case may be, or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Agents shall each furnish the Agents with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it was were dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliancereliance or the new Registration Statement, as the case may be); provided, however, that in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinion.and

Subsequent Delivery of Legal Opinions. Each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment or supplement relating solely to the interest rates, interest payment dates or maturity dates of the Notes or similar information, (ii) solely for the inclusion of additional financial information (including any management's discussion and analysis), (iii) by an amendment made by the filing of a Quarterly Report on Form 10-Q and any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company or the Guarantor to any Agent pursuant to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Report on Form 10-K and such Annual Report is incorporated by reference into the Prospectus or (3) (if required pursuant to the 52 terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents the written opinions of Shearman Xxxxxxxx & SterlingXxxxxxxx, counsel to the Guarantor, Xxxxx & Xxxxxxx / Xxxxx & XxXxxxxx, counsel to the Company, and eithxx xxx Xeneral either the General Counsel for the Company, Michael A. HarringGuarantor or Xxxxxxx X. Xxxxxxx, Associate General Counsel for Deexxthe Guarantor, xx xxxxx xxxxxel or other counsel satisfactory to the Agents, dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, or the date of such sale, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinions referred to in Section 5(a)(1) ), Section 5(a)(5), and Section 5(a)(2), ) respectively, hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions or, in lieu of such opinions, counsel last furnishing such opinions to the Agents shall each furnish the Agents with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); providedPROVIDED, howeverHOWEVER, that in the event that the sale of Indexed Notes shall be authorized by the CompanyCompany and the Guarantor, Shearman & Sterling, counsel for the CompanyGuarantor, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company or the Guarantor and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company Company, the Guarantor and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Company Guarantor in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company and the Guarantor, promptly upon such determination. The Company Guarantor will thereupon deliver to the Agents an opinion of the General Counsel for the Company Guarantor as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinion.

Subsequent Delivery of Legal Opinions. Each Subject to the provisions of Section 4(m) hereof, each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment or supplement relating providing solely to for the establishment of the terms of Notes or a change in the interest rates, interest payment dates maturity or maturity dates price of the Notes or similar information, (ii) changes or solely for the inclusion of additional financial information (including any management's discussion information, and analysis), (iii) other than by an amendment made or supplement which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes) or there is filed with the Commission any document incorporated by reference into the filing of a Quarterly Report on Form 10-Q and Prospectus (other than any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Quarterly Report on Form 10-K and Q, unless the Purchasing Agent shall reasonably request based on disclosure included or omitted from such Annual Report is incorporated by reference into the Prospectus Report) or (3) (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 forthwith to the Agents Purchasing Agent and to counsel to the Agents Purchasing Agent a written opinion of each of the written opinions of Shearman & Sterlingcounsel designated in Section 5(a)(1) and (2), or other counsel to the Company, and eithxx xxx Xeneral Counsel for the Company, Michael A. Harring, Associate General Counsel for Deexx, xx xxxxx xxxxxel satisfactory to the AgentsPurchasing Agent dated the date of filing with the Commission of such supplement or document, dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, or the date of such sale, as the case may be, in form and substance reasonably satisfactory to the AgentsPurchasing Agent, of substantially the same tenor as the opinions referred to in Section Sections 5(a)(1) and Section 5(a)(2), respectively, (2) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions opinions; or, in lieu of such opinions, counsel last furnishing such opinions opinion to the Agents Purchasing Agent shall each furnish the Agents Purchasing Agent with a letter substantially to the effect that the Agents Purchasing Agent may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); provided, however, that in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinion.

Subsequent Delivery of Legal Opinions. Each Subject to the provisions of ------------------------------------- Section 4(k) hereof, each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment or a supplement relating providing solely to for the establishment of the interest rates, interest payment dates maturity or maturity dates price of the Notes or similar information, (ii) terms or solely for the inclusion of additional financial information (including any management's discussion information, and analysis), (iii) other than by an amendment made or supplement which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes) or there is filed with the Commission any document incorporated by reference into the filing of a Quarterly Report on Form 10-Q and Prospectus (other than any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)K) or (2) there is filed with the SEC the Company's Annual Report on Form 10-K and such Annual Report is incorporated by reference into the Prospectus or (3) (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 forthwith to the Agents and to counsel to the Agents a written opinion of the written opinions of Shearman & Sterling, counsel to the Company, and eithxx xxx Xeneral Counsel for the Company, Michael A. Harring, Associate General Counsel for Deexx, xx xxxxx xxxxxel of the Company or other counsel selected by the Company and reasonably satisfactory to the AgentsAgents dated the date of filing with the Commission of such supplement or document, dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, or the date of such sale, as the case may be, in form and substance reasonably satisfactory to the Agents, of substantially the same tenor as the opinions opinion referred to in Section 5(a)(1) and Section 5(a)(2), respectively, hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions opinion; or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Agents shall each furnish the Agents with a letter substantially to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); provided, however, that if the Company shall determine that it does not intend to be in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel market for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory up to the Company and the Agents, shall deliver their written opinions, dated three months after the date of filing of any such saleamendment or supplement, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion a notice to such effect, in which event the request of the General Counsel for Agents received by the Company as with respect to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) amendment or supplement shall be deemed withdrawn until such time as the Company notifies the Agents may reasonably designate and that it wishes to re-enter the further effect of the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinionmarket.

Subsequent Delivery of Legal Opinions. Each time that (1i) the Registration Statement or the Prospectus shall be amended or supplemented (other than (iA) by an amendment or supplement providing solely for the determination of the variable terms of the Notes or relating solely to the interest rates, interest payment dates or maturity dates offering of securities other than the Notes or similar information(B) unless an Agent shall otherwise reasonably request, (ii) solely for the inclusion of additional financial information (including any management's discussion and analysis), (iii) by an amendment made by the filing of a Quarterly Report on Form 10-Q and any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)K) or (2) there is filed with the SEC the Company's Annual Report on Form 10-K and such Annual Report is incorporated by reference into the Prospectus or (3ii) (if required pursuant by the Terms Agreement relating to the terms of a Terms Agreementsuch Notes) 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 Agent(s) and to counsel to the Agents the written opinions of Shearman & SterlingXxxxxx X. Xxxxx, Esq., Senior Counsel to the Guarantor (or such other counsel as may be acceptable to the Agent(s)) and Xxxxx Xxxxxxxxxx LLP, special counsel to the CompanyCompany and the Guarantor, and eithxx xxx Xeneral Counsel for each dated the Company, Michael A. Harring, Associate General Counsel for Deexx, xx xxxxx xxxxxel satisfactory to date of filing with the Agents, dated Commission or the date of effectiveness of such amendmentamendment or supplement, the date of filing with the SEC of such supplement or documentas applicable, or the date of such sale, as the case may be, in form and substance satisfactory to the AgentsAgent(s), of the same tenor as the opinions referred to in Section 5(a)(1Sections 7(c) and Section 5(a)(2), respectively, (d) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions opinions; or, in lieu of such opinions, counsel last furnishing such opinions to the Agents shall each furnish the Agents Agent(s) with a letter substantially to the effect that the Agents Agent(s) may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); provided, however, that in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinion.

Subsequent Delivery of Legal Opinions. Each Subject to the provisions of Section 4(l) hereof and unless the Agents shall otherwise specify, each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment or supplement relating providing solely to for the establishment of or a change in the interest rates, interest payment dates maturity or maturity dates price of the Notes or similar information, (ii) solely for the inclusion of additional financial information (including any management's discussion and analysis), (iii) by an amendment made by the filing of a Quarterly Report on Form 10-Q and any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by changes or an amendment or supplement which is not required relates exclusively to be made available by an offering of debt securities other than the Company to any Agent pursuant to Section 4(bNotes)) , or (2) there is filed with the SEC the Company's Annual Report on Form 10-K and such Annual Report is Commission any document incorporated by reference into the Prospectus or (3) (Prospectus, 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, the Company shall furnish or cause to be furnished forthwith as soon as practicable to the Agents and to counsel to the Agents the a written opinions opinion of Shearman & Sterlingeach of Xxxxxx X. Xxxxxxxx, counsel to for the CompanyCompany and Skadden, and eithxx xxx Xeneral Counsel Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the Company, Michael A. Harring, Associate General Counsel for Deexx, xx xxxxx xxxxxel or other counsel satisfactory to the AgentsAgents dated the date of filing with the Commission of such supplement or document, dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, or the date of such sale, as the case may be, in form and substance satisfactory to the Agents and to counsel to the Agents, of the same tenor as the opinions referred to in Section 5(a)(1), 5(a)(2) and Section 5(a)(2), respectively, 5(a)(5) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions opinions; or, in lieu of such opinions, counsel last furnishing such opinions opinion to the Agents shall each furnish the Agents with a letter substantially to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); provided, however, that in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinion.

Subsequent Delivery of Legal Opinions. Each time that (1i) the Registration Statement or the Prospectus shall be is amended or supplemented (other than (i) by an amendment or supplement relating solely to the interest rates, interest payment dates or maturity dates of the Notes or similar information, (ii) solely for the inclusion of additional financial information (including any management's discussion and analysisexcluding a Pricing Supplement), (iii) by an amendment made by including through the filing of a Quarterly Report an annual report on Form 10-K or interim report on Form 10-Q and any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) or, if such delivery is requested by an amendment or supplement which is not required to be made available by Agent, any other document under the Company to any Agent pursuant to Section 4(b)) or Exchange Act, (2) there is filed with the SEC the Company's Annual Report on Form 10-K and such Annual Report is incorporated by reference into the Prospectus or (3) (if required pursuant to the terms of a Terms Agreementii) 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 forthwith promptly to the Agents and to counsel to the Agents the written opinions of Shearman & Sterling, counsel to the Company, and eithxx xxx Xeneral Counsel for the Company, Michael A. Harring, Associate General Counsel for Deexx, xx xxxxx xxxxxel satisfactory to the Agents, dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, or the date of such saleapplicable Agent, as the case may be, the written opinion of corporation counsel of the Company reasonably acceptable to the Agents, or other counsel reasonably acceptable to the Agents. In the case of a purchase of Notes by an Agent as principal pursuant to a Terms Agreement, if called for by the applicable Terms Agreement, the Agent may request an opinion of counsel to the Agents. In each case, the foregoing opinions shall be dated the date of delivery of such opinions, in form and substance scope satisfactory to the AgentsAgents or the applicable Agent, as the case may be, of the same tenor as the opinions referred to in Section 5(a)(1Sections 5(a) and Section 5(a)(2(b), respectivelyas applicable, hereof (except that, in the case of any interim report filed on Form 10-Q or other document or annual report on Form 10-K filed under the Exchange Act, such opinions need not be rendered as to the good standing of the entities referred to in Sections 5(a)(ii) and (iii) hereof or as to the matters referred to in Section 5(a)(ix) and (x) hereof), but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to at the time of delivery of such opinions or, in lieu of any such opinionsopinion, counsel last furnishing such opinions opinion to the Agents shall each furnish to the Agents with or the applicable Agent, as the case may be, a letter to the effect that the Agents or the applicable Agent, as the case may be, may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to at the time of delivery of such letter authorizing reliance); provided, however, that in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinion.

Subsequent Delivery of Legal Opinions. Each time that (1i) the Registration Statement Statement, the General Disclosure Package or the Prospectus shall be amended or supplemented (other than (i) by an amendment or supplement providing solely for the determination of the variable terms of the Notes or relating solely to the interest rates, interest payment dates or maturity dates offering of securities other than the Notes or similar informationNotes), (ii) solely for the inclusion of additional financial information (including any management's discussion and analysis), (iii) by an amendment made by the filing of a Quarterly Report on Form 10-Q and any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Report on Form 10-K and such Annual Report is incorporated by reference into the Prospectus or (3) (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 or (iii) 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 forthwith to the Agents Purchasing Agent and to counsel to the Agents Purchasing Agent the written opinions of Shearman King & SterlingSpalding LLP, special counsel to the Company, and eithxx xxx Xeneral Counsel for a representative of the Legal Department of the Company, Michael A. Harring, Associate General Counsel for Deexx, xx xxxxx xxxxxel or other counsel satisfactory to the AgentsPurchasing Agent, dated the date of filing with the Commission or the date of effectiveness of such amendmentamendment or supplement, the date of filing with the SEC of such supplement or documentas applicable, or the date of such sale, as the case may be, in form and substance satisfactory to the AgentsPurchasing Agent, of the same tenor as the opinions opinion referred to in Section 5(a)(1Sections 5(b)(1) and Section 5(a)(2), respectively, 5(b)(2) hereof, but 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 opinions opinion or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Agents Purchasing Agent shall each furnish the Agents Purchasing Agent with a letter substantially to the effect that the Agents Purchasing Agent may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed 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 letter authorizing reliance); provided, however, that in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinion.

Subsequent Delivery of Legal Opinions. Each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment or supplement relating solely to the interest rates, interest payment dates or maturity dates of the Notes or similar information, (ii) solely for the inclusion of additional financial information (including any management's discussion and analysis), (iii) by an amendment made by the filing of a Quarterly Report on Form 10-Q and any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed Guarantor files with the SEC the Company's Commission any Annual Report on Form 10-K and such Annual or Quarterly Report is incorporated on Form 10-Q, (ii) if required by reference into the Selling Agents, the Registration Statement, any Disclosure Package or the Base Prospectus has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing the payment terms of Notes or similar changes, (B) which relates exclusively to an offering of securities other than the Notes or (3C) which the applicable Selling Agents deem immaterial) or (iii) if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms 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 forthwith to the Selling Agents and to counsel to the Selling Agents the written opinions of Shearman & SterlingMcGuireWoods LLP, counsel to the CompanyCompany and the Guarantor, and eithxx xxx Xeneral the General Counsel of the Guarantor (or such other attorney, reasonably acceptable to counsel to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the CompanyGuarantor) dated the later of (x) the date of filing with the Commission of such document or (y) if applicable, Michael A. Harring, Associate General Counsel for Deexx, xx xxxxx xxxxxel satisfactory to the Agents, dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, or the date of such saleSettlement Date, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions referred to in Section 5(a)(16(b)(i) and Section 5(a)(2), respectively, hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above); or, in lieu of such opinions, counsel last furnishing such opinions to the Selling Agents shall each furnish the Selling Agents with a letter substantially to the effect that the Selling Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in such letter pursuant to the time provisions of delivery of such letter authorizing relianceSection 3(f)(ii) above); provided, however, that in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request). If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K such opinion is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4)clause (iii) above at the request of a Selling Agent, modified, as necessary, to such opinion shall also relate to (A) the Registration Statement applicable Disclosure Package as of the applicable Initial Time of Sale, (B) the applicable form of note representing the Notes described in the applicable Pricing Supplement and Prospectus as amended or supplemented to (C) if applicable, the time of delivery of such opinionTerms Agreement.

Subsequent Delivery of Legal Opinions. Each time that (1i) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment or supplement relating providing solely for a change in the interest rate or formula applicable to the interest ratesNotes, interest payment dates or maturity dates of the Notes or similar information, (ii) providing solely for the inclusion of additional financial information (including any management's discussion and analysisinformation, or relating solely to the issuance and/or offering of securities other than the Notes), (iiiii) there is filed with the SEC any document incorporated by an amendment made by reference into the filing of a Quarterly Report on Form 10-Q and Prospectus (other than any Current Report on Form 8-K relating solely to the issuance and/or offering of securities other than the Notes), (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Report on Form 10-K and such Annual Report is incorporated by reference into the Prospectus or (3iii) (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 forthwith to the Agents Agent(s) and to counsel to the Agents the written opinions of Shearman Robinson Silverxxx Xxxxcx Xxxxxxxn & SterlingXxxmxx XXX, counsel to the CompanyBalxxxx Xpahr Axxxxxx & Xxxxxxxxx, and eithxx xxx Xeneral Counsel for the Company, Michael A. Harring, Associate General Counsel for Deexx, xx xxxxx xxxxxel xr oxxxx xxxxsel satisfactory to the AgentsAgent(s), dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance reasonably satisfactory to the AgentsAgent(s), of the same tenor as the opinions referred to in Section Sections 5(a)(1) and Section 5(a)(2), respectivelyas the case may be, hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions opinion or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Agents shall each furnish the Agents Agent(s) with a letter substantially to the effect that the Agents Agent(s) may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); provided that with respect to the opinion set forth in Section 5(a)(1)(xiii), if such opinion is being rendered pursuant to clause (iii) or (iv) above, such counsel may not rely on the assumptions set forth therein with respect to the Notes being sold on the date of such opinion, but with respect to the matters to which such assumptions apply in Section 5(a)(1)(xiii), such counsel may qualify such opinion to its knowledge based upon an officer's certificate delivered to such counsel; provided, however, that that, with respect to (i) and (ii) above, in the event that the sale conditions of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company Section 4(k)(i) hereof have been satisfied and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to Trust has notified the Agents in conjunction therewithwriting that offerings of Notes are suspended, then the Trust shall be required to furnish or cause to be furnished such Agent opinions or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) letter, as the Agents case may reasonably designate and to be, only immediately upon notification by the further effect Trust that offerings of the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinionNotes may be resumed.

Subsequent Delivery of Legal Opinions. Each time that (1i) the Registration Statement or the Prospectus shall be amended or supplemented by a filing under the 1933 Act (other than (i) by a Pricing Supplement or an amendment or supplement relating solely to the interest rates, interest payment dates or maturity dates of the Notes or similar information, (ii) providing solely for the inclusion of additional financial information (including information, and, unless any management's discussion and analysisAgent shall otherwise specify, other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes), (iiiii) there is filed with the Commission under the 1934 Act any document incorporated by an amendment made by reference into the filing of a Quarterly Report on Form 10-Q and Prospectus (other than any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Quarterly Report on Form 10-K and such Annual Report is incorporated by reference into the Prospectus or Q, unless any Agent shall otherwise specify), (3iii) (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 forthwith to the Agents and to counsel to the Agents the written opinions of Shearman & Sterling, counsel the General Counsel and Special Counsel to the Company, and eithxx xxx Xeneral Counsel for the Company, Michael A. Harring, Associate General Counsel for Deexx, xx xxxxx xxxxxel or other counsel satisfactory to the Agents, dated the date of effectiveness of such amendment, 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 and substance satisfactory to the Agents, of the same tenor as the opinions referred to in Section 5(a)(1Sections 5(b)(1) and Section 5(a)(2), respectively, 5(b)(2) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions opinions; or, in lieu of such opinions, each respective counsel last furnishing such opinions opinion to the Agents shall each furnish the Agents with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); provided, however, that in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinion.

Subsequent Delivery of Legal Opinions. Each time that (1i) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment or supplement relating providing solely to for the interest rates, interest payment dates or maturity dates terms of the Notes or similar informationNotes, (ii) providing solely for the inclusion of additional financial information (including any management's discussion and analysisinformation, or relating solely to the issuance and/or offering of securities other than the Notes), (iiiii) there is filed with the SEC any document incorporated by an amendment made by reference into the filing of a Quarterly Report on Form 10-Q and Prospectus (other than any Current Report on Form 8-K relating solely to the issuance and/or offering of securities other than the Notes), (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Report on Form 10-K and such Annual Report is incorporated by reference into the Prospectus or (3iii) (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 forthwith to the Agents Agent(s) and to counsel to the Agents the written opinions of Shearman Robinson Silverman Pearce Aronsohn & SterlingBerman LLP, counsel to the CompanyGoodwin, and eithxx Procter & Hoar XXX, xxx Xeneral Counsel for the CompanyXxxxxxx Xoxxxxx ox xxx Xxust, Michael A. Harringxxx Altheixxx & Xray, Associate General Counsel for Deexx, xx xxxxx xxxxxel or othex xxunsel satisfactory to the AgentsAgent(s), dated the date of effectiveness of such amendment, the date of thx xxxx xx 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 AgentsAgent(s), of the same tenor as the opinions opinion referred to in Section 5(a)(1), 5(a)(2) and Section 5(a)(25(a)(3), respectivelyas the case may be, hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions opinion or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Agents shall each furnish the Agents Agent(s) with a letter substantially to the effect that the Agents Agent(s) may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); provided, however, that that, with respect to (i) and (ii) above, in the event that the sale conditions of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company Section 4(k)(i) hereof have been satisfied and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to Trust has notified the Agents in conjunction therewithwriting that offerings of Notes are suspended, then the Trust shall be required to furnish or cause to be furnished such Agent opinions or Agents shall notify such letter, as the Company promptly upon such determination. The Company will thereupon deliver case may be, only prior to the Agents an opinion date that offerings of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents Notes may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinionbe resumed.

Subsequent Delivery of Legal Opinions. Each time that (1i) the ------------------------------------- Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment or supplement relating providing solely to for a change in the interest rates, interest payment dates or maturity dates rates of the Notes or similar information, (ii) changes or solely for the inclusion of additional financial information (including any management's discussion and analysisinformation, 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), (iiiii) there is filed with the SEC any document incorporated by an amendment made by reference into the filing of a Quarterly Report on Form 10-Q and Prospectus (other than any Current Report on Form 8-K K, unless the Agent shall otherwise specify), (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Report on Form 10-K and such Annual Report is incorporated by reference into the Prospectus or (3iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes by an Agent as principal) the Company sells Notes to an Agent pursuant 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 forthwith to the Agents and to counsel to the Agents the a written opinions opinion of Shearman & SterlingXxxx X. Xxxxxx, counsel to Esq., General Counsel of the Company, and eithxx xxx Xeneral Counsel for the Company, Michael A. Harring, Associate General Counsel for Deexx, xx xxxxx xxxxxel or other counsel satisfactory to the Agents, Agents dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinions opinion referred to in Section Sections 5(a)(1) and Section 5(a)(2), respectively, 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions opinion; or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Agents shall each furnish the Agents with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); provided, however, that in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinion.

Subsequent Delivery of Legal Opinions. Each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment or supplement relating solely to the interest rates, interest payment dates or maturity dates of the Notes or similar information, (ii) solely for the inclusion of additional financial information (including any management's discussion and analysis), (iii) by an amendment made by the filing of a Quarterly Report on Form 10-Q and any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed files with the SEC the Company's Commission any Annual Report on Form 10-K and such Annual or Quarterly Report is incorporated on Form 10-Q, (ii) if required by reference into the Selling Agents, the Registration Statement, any Disclosure Package or the Base Prospectus has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing the payment terms of the Notes or similar changes (B), which relates exclusively to an offering of securities other than the Notes or (3C) which the applicable Selling Agents deem immaterial) or (iii) if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms this Agreement, the Company shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents the written opinions of Shearman & SterlingMcGuireWoods LLP, counsel to the Company, and eithxx xxx Xeneral the General Counsel of the Company (or such other attorney, reasonably acceptable to counsel to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Company) dated the later of (x) the date of filing with the Commission of such document or (y) if applicable, Michael A. Harring, Associate General Counsel for Deexx, xx xxxxx xxxxxel satisfactory to the Agents, dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, or the date of such saleSettlement Date, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions referred to in Section 5(a)(14(b)(i) and Section 5(a)(2), respectively, hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(h)(ii) above); or, in lieu of such opinions, counsel last furnishing such opinions to the Selling Agents shall each furnish the Selling Agents with a letter substantially to the effect that the Selling Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in such letter pursuant to the time provisions of delivery of such letter authorizing relianceSection 3(h)(ii) above); provided, however, that in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request). If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K such opinion is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4)clause (iv) above at the request of a Selling Agent, modified, as necessary, to such opinion shall also relate to (A) the Registration Statement applicable Disclosure Package as of the applicable Initial Time of Sale, (B) the applicable form of note representing the Notes described in the applicable Pricing Supplement and Prospectus as amended or supplemented to (C) if applicable, the time of delivery of such opinionWritten Terms Agreement.

Subsequent Delivery of Legal Opinions. Each If so requested by such Agent, each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment a Pricing Supplement or supplement relating solely to the interest rates, interest payment dates or maturity dates of the Notes or similar information, (ii) solely for the inclusion of additional financial information (including any management's discussion information, and analysis), (iii) by an amendment made by the filing of a Quarterly Report on Form 10-Q and any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) other than by an amendment or supplement which is not required relates exclusively to be made available by an offering of securities other than the Company to any Agent pursuant to Section 4(b)Notes) or (2) there is filed with the SEC the Company's Annual Report on Form 10-K and such Annual Report is any document incorporated by reference into the Prospectus Prospectus, or (3) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an any Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to the Agents such Agent and to counsel to such Agent a written opinion of the Agents the written opinions General Counsel of Shearman & Sterling, counsel to the Company, and eithxx xxx Xeneral Counsel for the Company, Michael A. Harring, Associate General Counsel for Deexx, xx xxxxx xxxxxel or other counsel satisfactory to the Agentssuch Agent, dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the Agentssuch Agent, of the same tenor as the opinions opinion referred to in Section 5(a)(1) and Section 5(a)(2), respectively, hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions opinion; or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Agents such Agent shall furnish each furnish the Agents Agent with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); provided, however, that in the event . Each time that the sale of Indexed Notes shall be authorized Company files with the SEC an Annual Report on Form 10-K that is incorporated by reference into the Company, Shearman & SterlingProspectus, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, Agents shall deliver their furnish to each Agent a written opinions, opinion dated the date of such sale, confirming filing of the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters same tenor as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered referred to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(25(a)(3) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4)hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or and supplemented to the time of delivery of such opinion; or in lieu of such opinion, counsel last furnishing such opinion to the Agents shall furnish each Agent with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it were dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance).

Subsequent Delivery of Legal Opinions. Each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment a Pricing Supplement or supplement relating solely to the interest rates, interest payment dates or maturity dates of the Notes or similar information, (ii) solely for the inclusion of additional financial information (including any management's discussion information, and analysis), (iii) other than by an amendment made or supplement which relates exclusively to an offering of debt securities other than the Notes) or there is filed with the SEC any document incorporated by reference into the filing of a Quarterly Report on Form 10-Q and Prospectus (other than any Current Report on Form 8-K (except in relating exclusively to the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available issuance of debt securities other than the Notes unless requested by the Company to any Agent pursuant to Section 4(bAgent)) , or (2) there is filed with the SEC the Company's Annual Report on Form 10-K and such Annual Report is incorporated by reference into the Prospectus or (3) (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 forthwith to the Agents Agent and to counsel to the Agents Agent a written opinion of the written opinions General Counsel of Shearman & Sterling, counsel to the Company, and eithxx xxx Xeneral Counsel for the Company, Michael A. Harring, Associate General Counsel for Deexx, xx xxxxx xxxxxel or other counsel satisfactory to the Agents, Agent dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the AgentsAgent, of the same tenor as the opinions opinion referred to in Section 5(a)(1) and Section 5(a)(2), respectively, hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions opinion; or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Agents Agent shall each furnish the Agents Agent with a letter to the effect that the Agents Agent may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); provided, however, that in the event . Each time that the sale of Indexed Notes shall be authorized Company files with the SEC an Annual Report on Form 10-K that is incorporated by reference into the Company, Shearman & SterlingProspectus, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and Agent shall furnish to the Agents, shall deliver their Agent a written opinions, opinion dated the date of such sale, confirming filing of the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters same tenor as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered referred to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(25(a)(3) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4)hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or and supplemented to the time of delivery of such opinion; or in lieu of such opinion, counsel last furnishing such opinion to the Agent shall furnish the Agent with a letter to the effect that the Agent may rely on such last opinion to the same extent as though it were dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance).

Subsequent Delivery of Legal Opinions. Each time that (1i) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment or supplement relating providing solely to for a change in the interest rates, interest payment dates rate or maturity dates of formula applicable to the Notes or similar information, (ii) changes or solely for the inclusion of additional financial information (including any management's discussion information, and analysisother than by an amendment or supplement which relates exclusively to the issuance of securities other than the Notes), (iiiii) there is filed with the Commission any document incorporated by an amendment made by reference into the filing of a Quarterly Report on Form 10-Q and Prospectus (other than any Current Report on Form 8-K K, unless the Agents shall otherwise specify), (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Report on Form 10-K and such Annual Report is incorporated by reference into the Prospectus or (3iii) (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 forthwith to the Agents Agent(s) and to counsel to the Agents the written opinions opinion of Shearman Xxxx XxXxxxxx & SterlingXxxxx, counsel to the CompanyOperating Partnership, and eithxx xxx Xeneral Counsel for the Company, Michael A. Harring, Associate General Counsel for Deexx, xx xxxxx xxxxxel or other counsel satisfactory to the AgentsAgent(s), dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, or the date of such sale, as the case may be, in form and substance satisfactory to the AgentsAgent(s), of the same tenor as the opinions opinion referred to in Section 5(a)(1) and Section 5(a)(2), respectively, hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions opinion or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Agents shall each furnish the Agents Agent(s) with a letter substantially to the effect that the Agents Agent(s) may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); providedPROVIDED, howeverHOWEVER, that in counsel need not render the event that opinion required under Section 5(a)(1)(xiv) upon the sale filing of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Company in a any Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of which does not include information relating to such importance that a legal opinion should be delivered to tax matters, unless the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinionotherwise specify.

Subsequent Delivery of Legal Opinions. Each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment or supplement relating solely to the interest rates, interest payment dates or maturity dates of the Notes or similar information, (ii) solely for the inclusion of additional financial information (including any management's discussion and analysis), (iii) by an amendment made by the filing of a Quarterly Report on Form 10-Q and any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Report on Form 10-K and such Annual Report is incorporated by reference into the Prospectus or (3) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company The Province shall furnish or cause to be furnished forthwith to the Agents (or to an applicable Agent party to a Terms Agreement) a written opinion: (i) each time the Province files: (A) Exhibit (d) to the Province’s Annual Report on Form 18-K, Description of the Province of Ontario; (B) an amendment on Form 18-K/A to the Province’s Annual Report on Form 18-K relating to the Province’s Annual Budget; and (C) an amendment on Form 18-K/A to the Province’s Annual Report on Form 18-K relating to the Public Accounts of Ontario; and (ii) if the Province sells Notes to an Agent pursuant to a Terms Agreement and agrees to deliver such opinion pursuant to the terms of such Terms Agreement, which opinion, in the case of (ii) only, shall be of the Deputy Attorney General, Assistant Deputy Attorney General or Acting Assistant Deputy Attorney General of the Province or any solicitor who is an employee of the Crown and seconded to the Legal Services Branch, Ministry of Finance and Ministry of Revenue, addressed to the Minister of Finance of the Province, and, in all cases listed above, of Shearman & Sterling LLP, United States counsel to the Agents the written opinions of Shearman & SterlingProvince, or other counsel to the Company, and eithxx xxx Xeneral Counsel for the Company, Michael A. Harring, Associate General Counsel for Deexx, xx xxxxx xxxxxel satisfactory to the Agents, Agents (or to an applicable Agent party to a Terms Agreement) dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, amendment or the date of such sale, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinions referred to in Section 5(a)(1Sections 5(b) and Section 5(a)(2), respectively, 5(c) hereof, but modified, as necessary, to relate to the Registration Statement Statement, the Prospectus and the Prospectus Time of Sale Information as amended and supplemented to the time of delivery of such opinions opinion, or, in lieu of such opinionsopinion, each counsel last furnishing such opinions opinion to the Agents shall each furnish the Agents with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); provided, however, that in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinion.

Subsequent Delivery of Legal Opinions. Each time that (1i) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by a Pricing Supplement or an amendment or supplement relating solely to the interest rates, interest payment dates or maturity dates of the Notes or similar information, (ii) providing solely for the inclusion of additional financial information (including information, and, unless any management's discussion and analysisAgent shall otherwise specify, other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes), (iiiii) there is filed with the Commission any document incorporated by an amendment made by reference into the filing of a Quarterly Report on Form 10-Q and Prospectus (other than any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Quarterly Report on Form 10-K and such Annual Report is incorporated by reference into the Prospectus or Q, unless any Agent shall otherwise specify), (3iii) (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 forthwith to the Agents and to counsel to the Agents the written opinions of Shearman & Sterling, counsel the General Counsel and Special Counsel to the Company, and eithxx xxx Xeneral Counsel for the Company, Michael A. Harring, Associate General Counsel for Deexx, xx xxxxx xxxxxel or other counsel satisfactory to the Agents, dated the date of effectiveness of such amendment, 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 and substance satisfactory to the Agents, of the same tenor as the opinions referred to in Section Sections 5(a)(1) and Section 5(a)(2), respectively, ) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions opinions; or, in lieu of such opinions, counsel last furnishing such opinions opinion to the Agents shall each furnish the Agents with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); provided, however, that in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinion.

Subsequent Delivery of Legal Opinions. Each The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment or supplement relating providing solely to for the establishment of the terms of Notes or a change in the interest rates, interest payment dates maturity or maturity dates price of the Notes or similar information, (ii) changes or solely for the inclusion of additional financial information (including any management's discussion information, and analysis), (iii) by an amendment made by the filing of a Quarterly Report on Form 10-Q and any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) other than by an amendment or supplement which is not required relates exclusively to be made available by an offering of debt securities under the Company to any Agent pursuant to Section 4(bRegistration Statement other than the Notes)) or , (2) there is filed with the SEC the Company's Annual Report on Form 10-K and such Annual Report is Commission any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K, unless the Agents shall reasonably request based on disclosure included or omitted from such Report) or (3) (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, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of each of the written opinions of Shearman & Sterlingcounsel designated in Section 5(a)(1) and (2), or other counsel to the Company, and eithxx xxx Xeneral Counsel for the Company, Michael A. Harring, Associate General Counsel for Deexx, xx xxxxx xxxxxel satisfactory to the AgentsAgents dated the date of filing with the Commission of such supplement or document, dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, or the date Settlement Date of such sale, except that such counsel shall give the negative assurance in Section 5(a)(4) as of the applicable date specified in Section 5(a)(4), as the case may be, in form and substance reasonably satisfactory to the Agents, of substantially the same tenor as the opinions referred to in Section Sections 5(a)(1) and Section 5(a)(2), respectively, (2) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions opinions; or, in lieu of such opinions, counsel last furnishing such opinions opinion to the Agents shall each furnish the Agents with a letter substantially to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); provided, however, that in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinion.

Subsequent Delivery of Legal Opinions. Each Reasonably promptly following each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment or supplement relating solely to the interest rates, interest payment dates or maturity dates of the Notes or similar information, (ii) solely for the inclusion of additional financial information (including any management's discussion and analysis), (iii) by an amendment made by the filing of a Quarterly Report on Form 10-Q and any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed files with the SEC the Company's Commission any Annual Report on Form 10-K and such Annual or Quarterly Report is incorporated on Form 10-Q, (ii) if required by reference into BofAS, the Registration Statement, any Disclosure Package or the Base Prospectus has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing the payment terms of Notes or similar changes, (B) which relates exclusively to an offering of securities other than the Notes or (3C) which the applicable Selling Agents deem immaterial) or (iii) if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms this Agreement, the Company shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents the written opinions of Shearman & SterlingMcGuireWoods LLP, counsel to the Company, and eithxx xxx Xeneral the General Counsel of the Company (or such other attorney, reasonably acceptable to counsel to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Company) dated, Michael A. Harringwith respect to clause (i) above, Associate General Counsel for Deexxthe date of delivery of such opinion, xx xxxxx xxxxxel satisfactory or, with respect to clause (ii) or (iii) above, the Agentslater of (x) the date of filing with the Commission of such document or (y) if applicable, dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, or the date of such saleSettlement Date, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions referred to in Section 5(a)(16(b)(i) and Section 5(a)(2), respectively, hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above); or, in lieu of such opinions, counsel last furnishing such opinions to the Selling Agents shall each furnish the Selling Agents with a letter substantially to the effect that the Selling Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in such letter pursuant to the time provisions of delivery of such letter authorizing relianceSection 3(f)(ii) above); provided, however, that in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request). If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K such opinion is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4)clause (iii) above at the request of a Selling Agent, modified, as necessary, to such opinion shall also relate to (A) the Registration Statement applicable Disclosure Package as of the applicable Initial Time of Sale, (B) the applicable form of note representing the Notes described in the applicable Pricing Supplement and Prospectus as amended or supplemented to (C) if applicable, the time of delivery of such opinionWritten Terms Agreement.

Subsequent Delivery of Legal Opinions. Each time that (1) the Registration Statement or the Final Prospectus shall be amended or supplemented (other than (i) by filing with the Commission of an exhibit to the Registration Statement or Final Prospectus that does not relate to the Notes, a prospectus supplement not relating to the Notes or an amendment or supplement relating a Pricing Supplement that provides solely to for a change in the interest rates, interest payment dates redemption provisions, amortization schedule or maturity dates maturities of the Notes or similar information, (ii) a change in the principal amount of the Notes remaining to be sold or solely for the inclusion of additional financial information (including or other information contemplated by the Final Prospectus to be filed in a Pricing Supplement related to the Notes or similar changes, or any management's discussion and analysisother change that the Lead Agent reasonably deems immaterial), or (iii) by an amendment made unless waived by the filing of a Quarterly Report on Form 10-Q and Lead Agent) there is filed with the Commission any document incorporated by reference into the Final Prospectus (other than any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Quarterly Report on Form 10-K and such Annual Report is incorporated by reference into Q, unless the Prospectus Lead Agent shall otherwise specify), or (3) (if required pursuant unless waived by the Lead Agent with respect to the terms of a particular Terms Agreement) the Company sells Notes to an the Lead Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents the written opinions Lead Agent, on behalf of Shearman & Sterling, counsel to the Company, and eithxx xxx Xeneral Counsel for the Company, Michael A. Harring, Associate General Counsel for Deexx, xx xxxxx xxxxxel satisfactory to the Agents, dated and to Agent Counsel a letter from counsel last furnishing the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, or the date of such sale, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinions opinion referred to in Section 5(a)(15(b)(2) and Section 5(a)(2), respectively, hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions or, in lieu of such opinions, counsel last furnishing such opinions to the Agents shall each furnish the Agents with a letter hereof to the effect that the Agents Lead Agent, on behalf of the Agents, may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Final Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); provided) or, howeverin lieu of such letter, that in the event that the sale of Indexed Notes shall be authorized by the CompanyCadwalader, Shearman Wickersham & Sterling, counsel for the Company, and Brown & Wood Taft LLP, counsel for to the AgentsCompany, or other counsel satisfactory to the Company and the Agentssatixxxxxxxx xo txx Xead Agent, shall deliver their written opinionsfurnish an opinion, dated the date of such sale, confirming the exclusion or exemption delivery of such Indexed Notes from opinion and in form satisfactory to the Commodity Exchange Act and covering such other matters Lead Agent, of the same tenor as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered referred to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(25(b)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4)hereof, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus as amended or and supplemented to the time of delivery of such opinion.

Subsequent Delivery of Legal Opinions. Each Reasonably promptly following each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment or supplement relating solely to the interest rates, interest payment dates or maturity dates of the Notes or similar information, (ii) solely for the inclusion of additional financial information (including any management's discussion and analysis), (iii) by an amendment made by the filing of a Quarterly Report on Form 10-Q and any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed files with the SEC the Company's Commission any Annual Report on Form 10-K and such Annual or Quarterly Report is incorporated on Form 10-Q, (ii) if required by reference into BofAS, the Registration Statement, any Disclosure Package or the Base Prospectus has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing the payment terms of the Notes or similar changes (B), which relates exclusively to an offering of securities other than the Notes or (3C) which the applicable Selling Agents deem immaterial) or (iii) if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms this Agreement, the Company shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents the written opinions of Shearman & SterlingMcGuireWoods LLP, counsel to the Company, and eithxx xxx Xeneral the General Counsel of the Company (or such other attorney, reasonably acceptable to counsel to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Company) dated, Michael A. Harringwith respect to clause (i) above, Associate General Counsel for Deexxthe date of delivery of such opinion, xx xxxxx xxxxxel satisfactory or, with respect to clause (ii) or (iii) above, the Agentslater of (x) the date of filing with the Commission of such document or (y) if applicable, dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, or the date of such saleSettlement Date, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions referred to in Section 5(a)(14(b)(i) and Section 5(a)(2), respectively, hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(h)(ii) above); or, in lieu of such opinions, counsel last furnishing such opinions to the Selling Agents shall each furnish the Selling Agents with a letter substantially to the effect that the Selling Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in such letter pursuant to the time provisions of delivery of such letter authorizing relianceSection 3(h)(ii) above); provided, however, that in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request). If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K such opinion is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4)clause (iii) above at the request of a Selling Agent, modified, as necessary, to such opinion shall also relate to (A) the Registration Statement applicable Disclosure Package as of the applicable Initial Time of Sale, (B) the applicable form of note representing the Notes described in the applicable Pricing Supplement and Prospectus as amended or supplemented to (C) if applicable, the time of delivery of such opinionWritten Terms Agreement.

Subsequent Delivery of Legal Opinions. Each time that (1i) the Corporation files with the SEC any Annual Report on Form 10-K; (ii) if required by the Agents, the Corporation files with the SEC any Quarterly Report on Form 10-Q, (iii) if required by the Agents, the Registration Statement or the Prospectus shall be has been amended or supplemented (other than (i) by an amendment or supplement relating providing solely to the for interest rates, interest payment maturity dates or maturity dates other terms of the Notes or similar information, (ii) solely for the inclusion of additional financial information (including any management's discussion and analysis), (iii) by an amendment made by the filing of a Quarterly Report on Form 10-Q and any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by changes or an amendment or supplement which is not required relates exclusively to be made available an offering of securities other than the Notes) or (iv) if requested by an Agent, as soon as practicable in advance of a pricing of Notes, each time the Company to any Agent purchases Notes as principal pursuant to Section 4(b1(d)) or (2) there is filed with the SEC the Company's Annual Report on Form 10-K and such Annual Report is incorporated by reference into the Prospectus or (3) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company Corporation shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents the written opinions of Shearman Xxxxx Mulliss & SterlingWicker, PLLC, counsel to the CompanyCorporation, and eithxx xxx Xeneral Counsel for the Company, Michael A. Harring, Associate General Counsel for Deexxof the Corporation (or such other attorney, xx xxxxx xxxxxel satisfactory reasonably acceptable to counsel to the Agents, who exercises general supervision or review in connection with a particular securities law matter for the Corporation) dated the date later of effectiveness of such amendment, (x) the date of filing with the SEC of such supplement document or (y) if applicable, the date of effectiveness of such document, or the date of such salesettlement date, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinions referred to in Section 5(a)(14(b)(1) and Section 5(a)(2), respectively, hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions opinions; or, in lieu of such opinions, counsel last furnishing such opinions to the Agents shall each furnish the Agents with a letter substantially to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); provided, however, that in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinion.

Subsequent Delivery of Legal Opinions. Each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented (other than time: (i) by an amendment or supplement relating solely to the interest rates, interest payment dates or maturity dates of the Notes or similar information, Company accepts a Terms Agreement requiring such updating provisions; (ii) solely for the inclusion of additional financial information (including any management's discussion and analysis), (iii) by Company files with the SEC an amendment made by the filing of Annual Report on Form 10-K or a Quarterly Report on Form 10-Q and any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Report on Form 10-K and such Annual Report that is incorporated by reference into the Prospectus or Prospectus; or (3iii) (if required pursuant to by the Agents after the Registration Statement, any Disclosure Package or the Prospectus has been amended or supplemented (other than by an amendment or supplement providing solely for interest rates, maturity dates or other terms of a Terms Agreement) the Company sells Notes or similar changes or an amendment or supplement which relates exclusively to an Agent pursuant to a Terms Agreementoffering of securities other than the Notes), the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents the written opinions of Shearman & SterlingMcGuireWoods LLP, counsel to the Company, and eithxx xxx Xeneral Counsel for the Company, Michael A. Harring, Associate General Counsel for Deexxof the Company (or such other attorney, xx xxxxx xxxxxel satisfactory reasonably acceptable to counsel to the Agents, who exercises general supervision or review in connection with a particular securities law matter for the Company), dated the date of effectiveness of such amendment, specified in the applicable Terms Agreement or dated the date of filing with the SEC of such supplement or document, document or the date of effectiveness of such saleamendment, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinions referred to in Section 5(a)(1II(c)(1) and Section 5(a)(2), respectively, hereof, but modified, as necessary, to relate to the Registration Statement Statement, the Disclosure Package and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinions pursuant to the provision of Section III(f)(ii) above); or, in lieu of such opinions, counsel last furnishing such opinions to the Agents shall each furnish the Agents with a letter substantially to the effect that the Agents may rely on such last opinion opinions to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement Statement, the Disclosure Package and the Prospectus as amended and supplemented including, if applicable, any free writing prospectuses to be reflected in such letter pursuant to the time of delivery of such letter authorizing reliance); provided, however, that in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions provisions of Section 5(a)(1III(f)(ii) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4above), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinion).

Subsequent Delivery of Legal Opinions. Each time that (1i) the Registration Statement or the Prospectus Offering Circular shall be amended or supplemented with respect to the Bank Notes (other than (i) by an amendment or supplement relating (x) providing solely to the for a change in interest rates, interest payment dates rates or maturity dates other variable terms of the Bank Notes or similar informationchanges, or (y) setting forth financial statements or other information as of and for a fiscal period (unless, in the reasonable judgment of the Distribution Agents, an opinion of counsel should be furnished in light of such an amendment)), (ii) solely for SunTrust Banks files its Form 10-K with the inclusion of additional financial information (including any management's discussion and analysis)Commission, or within 30 days thereafter, (iii) (if required in connection with the purchase of Bank Notes by an amendment made by a Distribution Agent as principal) the filing of a Quarterly Report on Form 10-Q and any Current Report on Form 8-K (except in the circumstances hereinafter described) and Bank sells Bank Notes to such agent as principal or (iv) by an amendment or supplement which is the Bank issues and sells Bank Notes in a form not required previously certified to be made available the Distribution Agents by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Report on Form 10-K and such Annual Report is incorporated by reference into the Prospectus or (3) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms AgreementBank, the Company Bank shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents the written opinions of Shearman & Sterling, counsel to the Company, and eithxx xxx Xeneral Counsel for the Company, Michael A. Harring, Associate General Counsel for Deexx, xx xxxxx xxxxxel satisfactory to the Distribution Agents, dated the date of effectiveness of such amendmentDomestic Paying Agent and Registrar and their respective counsel, the date of filing with the SEC of such supplement or document, or the date of such sale, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinions a letter from each counsel last furnishing an opinion referred to in Section 5(a)(16(a)(i) and Section 5(a)(2), respectively, hereof, but modified, hereof (or such other counsel as necessary, to relate may be acceptable to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions or, in lieu of such opinions, counsel last furnishing such opinions to the Agents shall each furnish the Agents with a letter Distribution Agents) to the effect that the Distribution Agents may rely on such last opinion to the same extent as though it was were dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus Offering Circular as amended and supplemented to the time of delivery of such letter authorizing reliance); provided) or in lieu of such letter, however, that each such counsel (or such other counsel as may be acceptable to the Distribution Agents) may deliver a letter in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory same form as its letter referred to the Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(26(a)(i) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4), but modified, as necessary, necessary to relate to the Registration Statement and Prospectus Offering Circular as amended or and supplemented to the time of delivery of such opinionletter. With respect to this Section 8(c), the opinion referred to in Section 6(a)(ii) will also be furnished in the same manner contemplated above but only pursuant to Section 8(c)(iii) above.

Subsequent Delivery of Legal Opinions. Each Subject to the provisions -------------------------------------- of Section 4(k) hereof, each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment or a supplement relating providing solely to for the establishment of the interest rates, interest payment dates maturity or maturity dates price of the Notes or similar information, (ii) terms or solely for the inclusion of additional financial information (including any management's discussion information, and analysis), (iii) other than by an amendment made or supplement which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes) or there is filed with the Commission any document incorporated by reference into the filing of a Quarterly Report on Form 10-Q and Prospectus (other than any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)K) or (2) there is filed with the SEC the Company's Annual Report on Form 10-K and such Annual Report is incorporated by reference into the Prospectus or (3) (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 forthwith to the Agents and to counsel to the Agents a written opinion of the written opinions of Shearman & Sterling, counsel to the Company, and eithxx xxx Xeneral Counsel for the Company, Michael A. Harring, Associate General Counsel for Deexx, xx xxxxx xxxxxel of the Company or other counsel selected by the Company and reasonably satisfactory to the AgentsAgents dated the date of filing with the Commission of such supplement or document, dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, or the date of such sale, as the case may be, in form and substance reasonably satisfactory to the Agents, of substantially the same tenor as the opinions opinion referred to in Section 5(a)(15(b)(1) and Section 5(a)(2), respectively, hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions opinion; or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Agents shall each furnish the Agents with a letter substantially to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); provided, however, that if the Company shall determine that it does not intend to be in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel market for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory up to the Company and the Agents, shall deliver their written opinions, dated three months after the date of filing of any such saleamendment or supplement, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion a notice to such effect, in which event the request of the General Counsel for Agents received by the Company as with respect to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) amendment or supplement shall be deemed withdrawn until such time as the Company notifies the Agents may reasonably designate and that it wishes to re-enter the further effect of the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinionmarket.

Subsequent Delivery of Legal Opinions. Each time that (1Except as otherwise provided in Section III(o) the Registration Statement or the Prospectus shall be amended or supplemented (other than hereof, reasonably promptly following each time: (i) by an amendment or supplement relating solely to the interest rates, interest payment dates or maturity dates of the Notes or similar information, Company accepts a Terms Agreement requiring such updating provisions; (ii) solely for the inclusion of additional financial information (including any management's discussion and analysis), (iii) by Company files with the SEC an amendment made by the filing of Annual Report on Form 10-K or a Quarterly Report on Form 10-Q and any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Report on Form 10-K and such Annual Report that is incorporated by reference into the Prospectus; or (iii) if required by the Agents after the Registration Statement, any Disclosure Package or the Prospectus has been amended or supplemented (other than by filing of a Preliminary Pricing Supplement or a Pricing Supplement or by an amendment or supplement (A) changing the payment terms of the Notes or similar changes, (B) which relates exclusively to an offering of securities other than the Notes or (3C) (if required pursuant to which the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreementapplicable Agents deem immaterial, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents the written opinions of Shearman & SterlingMcGuireWoods LLP, counsel to the Company, and eithxx xxx Xeneral the General Counsel of the Company (or such other attorney, reasonably acceptable to counsel to the Agents, who exercises general supervision or review in connection with a particular securities law matter for the Company), Michael A. Harringdated the date specified in the applicable Terms Agreement or, Associate General Counsel for Deexx, xx xxxxx xxxxxel satisfactory with respect to the Agentsclause (ii) above, dated the date of effectiveness delivery of such amendmentopinion, or with respect to clause (iii) above, dated the date of filing with the SEC of such supplement or document, document or the date of effectiveness of such saleamendment, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinions referred to in Section 5(a)(1II(c)(1) and Section 5(a)(2), respectively, hereof, but modified, as necessary, to relate to to, as applicable, the Registration Statement Statement, the applicable Disclosure Package (including, if applicable, any Permitted Free Writing Prospectuses) and the Prospectus as amended and supplemented to the time of delivery of such opinions opinions; or, in lieu of such opinions, counsel last furnishing such opinions to the Agents shall each furnish the Agents with a letter substantially to the effect that the Agents may rely on such last opinion opinions to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement Statement, the applicable Disclosure Package (including, if applicable, any Permitted Free Writing Prospectuses) and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliancesupplemented); provided, however, that in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinion.

Subsequent Delivery of Legal Opinions. Each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) or a new Registration Statement is used by an amendment or supplement relating solely the Company with respect to the interest rates, interest payment dates or maturity dates of the Notes or similar information, (ii) solely for the inclusion of additional financial information (including any management's discussion and analysis), (iii) by an amendment made by the filing of a Quarterly Report on Form 10-Q and any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Report Commission any annual report on Form 10-K and such Annual Report is incorporated by reference into the Prospectus (other than an amendment or (3) (if required pursuant supplement providing solely for a change in the interest rates of the Notes or a change in the aggregate principal amount of Notes remaining to be sold or similar changes or other than an amendment, supplement or document relating solely to securities other than the Notes or a post-effective amendment solely containing exhibits to the terms of a Registration Statement) or, if so indicated in the applicable Terms Agreement) , the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith promptly to the Agents and to counsel to a written opinion of the Agents the written opinions of Shearman & Sterling, counsel to the Company, and eithxx xxx Xeneral Counsel for the Company, Michael A. Harring, Associate General Counsel for DeexxCounsel, xx xxxxx xxxxxel Treasury Operations and Assistant Secretary of the Company or other counsel satisfactory to the Agents, dated the date of effectiveness delivery of such amendment, the date of filing with the SEC of such supplement or document, or the date of such sale, as the case may beopinion, in form and substance satisfactory to the Agents, of the same tenor as the opinions opinion referred to in Section 5(a)(15(a) and Section 5(a)(2), respectively, hereof, hereof but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions opinion or the new Registration Statement, as the case may be, or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Agents shall each furnish the Agents with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it was were dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliancereliance or the new Registration Statement, as the case may be); provided, however, that in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinion.and

Subsequent Delivery of Legal Opinions. Each Reasonably promptly following each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment or supplement relating solely to the interest rates, interest payment dates or maturity dates of the Notes or similar information, (ii) solely for the inclusion of additional financial information (including any management's discussion and analysis), (iii) by an amendment made by the filing of a Quarterly Report on Form 10-Q and any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed Guarantor files with the SEC the Company's Commission any Annual Report on Form 10-K and such Annual or Quarterly Report is incorporated on Form 10-Q, (ii) if required by reference into the Selling Agents, the Registration Statement, any Disclosure Package or the Base Prospectus has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing the payment terms of Notes or similar changes, (B) which relates exclusively to an offering of securities other than the Notes or (3C) which the applicable Selling Agents deem immaterial) or (iii) if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms 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 forthwith to the Selling Agents and to counsel to the Selling Agents the written opinions of Shearman & SterlingMcGuireWoods LLP, counsel to the CompanyCompany and the Guarantor, and eithxx xxx Xeneral the General Counsel of the Guarantor (or such other attorney, reasonably acceptable to counsel to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the CompanyGuarantor) dated, Michael A. Harringwith respect to clause (i) above, Associate General Counsel for Deexxthe date of delivery of such opinion, xx xxxxx xxxxxel satisfactory or, with respect to clause (ii) or (iii) above, the Agentslater of (x) the date of filing with the Commission of such document or (y) if applicable, dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, or the date of such saleSettlement Date, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions referred to in Section 5(a)(16(b)(i) and Section 5(a)(2), respectively, hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above); or, in lieu of such opinions, counsel last furnishing such opinions to the Selling Agents shall each furnish the Selling Agents with a letter substantially to the effect that the Selling Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in such letter pursuant to the time provisions of delivery of such letter authorizing relianceSection 3(f)(ii) above); provided, however, that in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request). If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K such opinion is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4)clause (iii) above at the request of a Selling Agent, modified, as necessary, to such opinion shall also relate to (A) the Registration Statement applicable Disclosure Package as of the applicable Initial Time of Sale, (B) the applicable form of note representing the Notes described in the applicable Pricing Supplement and Prospectus as amended or supplemented to (C) if applicable, the time of delivery of such opinionWritten Terms Agreement.

Subsequent Delivery of Legal Opinions. Each time that (1i) the ------------------------------------- Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment or supplement providing solely for the determination of the variable terms of the Notes or relating solely to the interest rates, interest payment dates or maturity dates offering of securities other than the Notes or similar informationNotes), (ii) solely for the inclusion of additional financial information (including any management's discussion and analysis), (iii) by an amendment made by the filing of a Quarterly Report on Form 10-Q and any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Report on Form 10-K and such Annual Report is incorporated by reference into the Prospectus or (3) (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 or (iii) 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 forthwith to the Agents Purchasing Agent and to counsel to the Agents Purchasing Agent the written opinions opinion of Shearman Xxxxxx Xxxxxx Xxxxx & SterlingXxxx LLP, counsel to the Company, and eithxx xxx Xeneral Counsel for the Company, Michael A. Harring, Associate General Counsel for Deexx, xx xxxxx xxxxxel or other counsel satisfactory to the AgentsPurchasing Agent, dated the date of filing with the Commission or the date of effectiveness of such amendmentamendment or supplement, the date of filing with the SEC of such supplement or documentas applicable, or the date of such sale, as the case may be, in form and substance satisfactory to the AgentsPurchasing Agent, of the same tenor as the opinions opinion referred to in Section 5(a)(15(b) and Section 5(a)(2), respectively, hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions opinion or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Agents Purchasing Agent shall each furnish the Agents Purchasing Agent with a letter substantially to the effect that the Agents Purchasing Agent may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); provided, however, that in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinion.

Subsequent Delivery of Legal Opinions. Each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented (other than by a Pricing Supplement or by filing a document incorporated by reference into the Prospectus (iwhich is hereinafter addressed) by an amendment or supplement relating solely to the interest rates, interest payment dates or maturity dates of the Notes or similar information, (ii) solely for the inclusion of additional financial information (including any management's discussion information, and analysis), (iii) by an amendment made by the filing of a Quarterly Report on Form 10-Q and any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) other than by an amendment or supplement which is not required relates exclusively to be made available by an offering of securities other than the Company to any Agent pursuant to Section 4(b)Notes) or (2) or, except as set forth in the last sentence of this subsection, there is filed with the SEC the Company's Annual Report on Form 10-K and such Annual Report is any document incorporated by reference into the Prospectus Prospectus, or (3) (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 forthwith to the Agents Purchasing Agent and to counsel to the Agents Purchasing Agent a written opinion of the written opinions Senior Counsel of Shearman & Sterling, counsel to the Company, and eithxx xxx Xeneral Counsel for the Company, Michael A. Harring, Associate General Counsel for Deexx, xx xxxxx xxxxxel or other counsel satisfactory to the AgentsPurchasing Agent, dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the AgentsPurchasing Agent, of the same tenor as the opinions opinion referred to in Section 5(a)(1) and Section 5(a)(2), respectively, hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions opinion; or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Agents Purchasing Agent shall each furnish the Agents Purchasing Agent with a letter to the effect that the Agents Purchasing Agent may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); provided. In giving the opinions required by this subsection as to matters involving the application of laws of the State of New York or the laws of the State of California, however, that in the event that the sale Senior Counsel of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion (or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters counsel) may rely upon an opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP of the same tenor as the Company and/or the Agents may reasonably requestopinion referred to in Section 5(a)(2) hereof. If one any document other than an Annual Report on Form 10-K or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report is filed on Form 8-K is of such importance with the SEC and incorporated by reference into the Prospectus, the Purchasing Agent agrees that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon be required to deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of this subsection only after delivery of such opinionopinion is requested by the Purchasing Agent.

Subsequent Delivery of Legal Opinions. Each time that (1i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (ix) by an amendment or supplement providing solely for the determination of the variable terms of the Notes (including the filing of any Pricing Supplement) or relating solely to the interest rates, interest payment dates or maturity dates offering of securities other than the Notes or similar informationNotes, (iiy) solely for unless otherwise expressly and reasonably requested by the inclusion of additional financial information (including any management's discussion and analysis)Agent, (iii) by an amendment made by the filing of a the Company's Current Reports on Form 8-K with the Commission pursuant to the 1934 Act or (z) amendments or supplements relating to earnings statements or other general public interim or annual financial statement information to the extent not included in the Company's Quarterly Report Reports on Form 10-Q and any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Report Reports on Form 10-K and such Annual Report is incorporated by reference into filed with the Prospectus or (3) (if required Commission pursuant to the terms 1934 Act), unless, subject to the immediately following sentence, the Company has suspended the solicitation of a Terms Agreementoffers to purchase Notes pursuant to Section 3(b) hereof, (ii) the Company sells Notes to 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 opined to the Agent by the Company, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents Agent the written opinions opinion of Shearman & Sterlingthe General Counsel, counsel to Deputy General Counsel or an Assistant General Counsel of the Company, and eithxx xxx Xeneral Counsel for the Company, Michael A. Harring, Associate General Counsel for Deexx, xx xxxxx xxxxxel or other counsel satisfactory to the AgentsAgent, dated the date of filing with the Commission or the date of effectiveness of such amendmentamendment or supplement, the date of filing with the SEC of such supplement or documentas applicable, or the date of such sale, as the case may be, in form and substance reasonably satisfactory to the AgentsAgent, of the same tenor as the opinions opinion referred to in Section 5(a)(15(b)(1) and Section 5(a)(2), respectively, hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions opinion or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Agents Agent shall each furnish the Agents Agent with a letter substantially to the effect that the Agents Agent may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); provided, however, that in . In the event that the sale of Indexed Notes shall be authorized by Company is not required to fulfill any obligations set forth in the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to immediately preceding sentence that it may have because the Company and has suspended the Agentssolicitation of offers to purchase Notes pursuant to Section 3(b) hereof, the Company shall deliver their written opinions, dated the date of fulfill any such sale, confirming the exclusion or exemption of obligations at such Indexed Notes from the Commodity Exchange Act and covering such other matters time as the Company and/or has advised the Agents Agent that solicitation may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered resumed pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinion3(b) hereof.

Subsequent Delivery of Legal Opinions. Each time that (1i) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by a Pricing Supplement or an amendment or supplement relating solely to the interest rates, interest payment dates or maturity dates of the Notes or similar information, (ii) providing solely for the inclusion of additional financial information (including any management's discussion and analysisinformation, 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), (iiiii) there is filed with the SEC any document incorporated by an amendment made by reference into the filing of a Quarterly Report on Form 10-Q and Prospectus (other than any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Quarterly Report on Form 10-K and such Annual Report is incorporated by reference into the Prospectus Q, unless an Agent shall otherwise specify) or (3iii) (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 and to counsel to (or in the case of clause (iii), such Agent or Agents as the case may be) the written opinions of Shearman the General Counsel of the Company and Xxxxxx Xxxxxx & SterlingXxxxx, counsel to the Company, and eithxx xxx Xeneral Counsel for the Company, Michael A. Harring, Associate General Counsel for Deexx, xx xxxxx xxxxxel or other counsel satisfactory to the such Agents, dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the such Agents, of the same tenor as the opinions referred to in Section 5(a)(15(a)(l) and Section 5(a)(2), respectively, (2) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions opinion; or, in lieu of such opinion or opinions, counsel last furnishing such opinion or opinions to the such Agents shall each furnish the such Agents with a letter or letters substantially in the form of APPENDIX II hereto to the effect that the such Agents may rely on such last opinion or opinions to the same extent as though it was or they were dated the date of such letter or letters authorizing reliance (except that statements in such last opinion or opinions shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); provided, however, that in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinion.

Subsequent Delivery of Legal Opinions. Each Reasonably promptly following each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment or supplement relating solely to the interest rates, interest payment dates or maturity dates of the Notes or similar information, (ii) solely for the inclusion of additional financial information (including any management's discussion and analysis), (iii) by an amendment made by the filing of a Quarterly Report on Form 10-Q and any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed Guarantor files with the SEC the Company's Commission any Annual Report on Form 10-K and such Annual or Quarterly Report is incorporated on Form 10-Q, (ii) if required by reference into BofAS, the Registration Statement, any Disclosure Package or the Base Prospectus has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing the payment terms of Notes or similar changes, (B) which relates exclusively to an offering of securities other than the Notes or (3C) which the applicable Selling Agents deem immaterial) or (iii) if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms 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 forthwith to the Selling Agents and to counsel to the Selling Agents the written opinions of Shearman & SterlingXxXxxxxXxxxx LLP, counsel to the CompanyCompany and the Guarantor, and eithxx xxx Xeneral the General Counsel of the Guarantor (or such other attorney, reasonably acceptable to counsel to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the CompanyGuarantor) dated, Michael A. Harringwith respect to clause (i) above, Associate General Counsel for Deexxthe date of delivery of such opinion, xx xxxxx xxxxxel satisfactory or, with respect to clause (ii) or (iii) above, the Agentslater of (x) the date of filing with the Commission of such document or (y) if applicable, dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, or the date of such saleSettlement Date, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions referred to in Section 5(a)(16(b)(i) and Section 5(a)(2), respectively, hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above); or, in lieu of such opinions, counsel last furnishing such opinions to the Selling Agents shall each furnish the Selling Agents with a letter substantially to the effect that the Selling Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in such letter pursuant to the time provisions of delivery of such letter authorizing relianceSection 3(f)(ii) above); provided, however, that in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request). If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K such opinion is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4)clause (iii) above at the request of a Selling Agent, modified, as necessary, to such opinion shall also relate to (A) the Registration Statement applicable Disclosure Package as of the applicable Initial Time of Sale, (B) the applicable form of note representing the Notes described in the applicable Pricing Supplement and Prospectus as amended or supplemented to (C) if applicable, the time of delivery of such opinionWritten Terms Agreement.

Subsequent Delivery of Legal Opinions. Each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment or supplement relating solely to the interest rates, interest payment dates or maturity dates of the Notes or similar information, (ii) solely for the inclusion of additional financial information (including any management's discussion and analysis), (iii) by an amendment made by the filing of a Quarterly Report on Form 10-Q and any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed files with the SEC the Company's Commission any Annual Report on Form 10-K and such Annual or Quarterly Report is incorporated on Form 10-Q, (ii) if required by reference into the Selling Agents, the Registration Statement, any Disclosure Package or the Base Prospectus has been amended or supplemented (other than by an amendment or supplement providing solely for interest rates, maturity dates or other terms of the Notes or similar changes or an amendment or supplement which relates exclusively to an offering of securities other than the Notes) or (3iii) (if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(d) of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms this Agreement, the Company shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents the written opinions of Shearman & SterlingMcGuireWoods LLP, counsel to the Company, and eithxx xxx Xeneral the General Counsel of the Company (or such other attorney, reasonably acceptable to counsel to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Company) dated the later of (x) the date of filing with the Commission of such document or (y) if applicable, Michael A. Harring, Associate General Counsel for Deexx, xx xxxxx xxxxxel satisfactory to the Agents, dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, or the date of such saleSettlement Date, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions referred to in Section 5(a)(14(b)(i) and Section 5(a)(2), respectively, hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(g)(ii) above); or, in lieu of such opinions, counsel last furnishing such opinions to the Selling Agents shall each furnish the Selling Agents with a letter substantially to the effect that the Selling Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in such letter pursuant to the time provisions of delivery of such letter authorizing relianceSection 3(g)(ii) above); provided, however, that in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request). If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K such opinion is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4)clause (iv) above at the request of a Selling Agent, modified, as necessary, to such opinion shall also relate to (A) the Registration Statement applicable Disclosure Package as of the applicable Initial Time of Sale, (B) the applicable form of note representing the Notes described in the applicable Pricing Supplement and Prospectus as amended or supplemented to (C) if applicable, the time of delivery of such opinionWritten Terms Agreement.

Subsequent Delivery of Legal Opinions. Each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment or supplement relating solely to the interest rates, interest payment dates or maturity dates of the Notes or similar information, (ii) solely for the inclusion of additional financial information (including any management's discussion and analysis), (iii) by an amendment made by the filing of a Quarterly Report on Form 10-Q and any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed files with the SEC the Company's Commission any Annual Report on Form 10-K and such Annual or Quarterly Report is incorporated on Form 10-Q, (ii) if required by reference into the Selling Agents, the Registration Statement, any Disclosure Package or the Base Prospectus has been amended or supplemented (other than by an amendment or supplement providing solely for interest rates, maturity dates or other terms of the Notes or similar changes or an amendment or supplement which relates exclusively to an offering of securities other than the Notes) or (3iii) (if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(d) of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms this Agreement, the Company shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents the written opinions of Shearman & SterlingMcGuireWoods LLP, counsel to the Company, and eithxx xxx Xeneral the General Counsel of the Company (or such other attorney, reasonably acceptable to counsel to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Company) dated the later of (x) the date of filing with the Commission of such document or (y) if applicable, Michael A. Harring, Associate General Counsel for Deexx, xx xxxxx xxxxxel satisfactory to the Agents, dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, or the date of such saleSettlement Date, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions referred to in Section 5(a)(14(b)(i) and Section 5(a)(2), respectively, hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(h)(ii) above); or, in lieu of such opinions, counsel last furnishing such opinions to the Selling Agents shall each furnish the Selling Agents with a letter substantially to the effect that the Selling Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in such letter pursuant to the time provisions of delivery of such letter authorizing relianceSection 3(h)(ii) above); provided, however, that in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request). If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K such opinion is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4)clause (iv) above at the request of a Selling Agent, modified, as necessary, to such opinion shall also relate to (A) the Registration Statement applicable Disclosure Package as of the applicable Initial Time of Sale, (B) the applicable form of note representing the Notes described in the applicable Pricing Supplement and Prospectus as amended or supplemented to (C) if applicable, the time of delivery of such opinionWritten Terms Agreement.

Subsequent Delivery of Legal Opinions. Each Subject to the provisions of ------------------------------------- Section 4(k) hereof, each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment or a supplement relating providing solely to for the establishment of the interest rates, interest payment dates maturity or maturity dates price of the Notes or similar information, (ii) terms or solely for the inclusion of additional financial information (including any management's discussion information, and analysis), (iii) other than by an amendment made or supplement which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes) or there is filed with the Commission any document incorporated by reference into the filing of a Quarterly Report on Form 10-Q and Prospectus (other than any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)K) or (2) there is filed with the SEC the Company's Annual Report on Form 10-K and such Annual Report is incorporated by reference into the Prospectus or (3) (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 forthwith to the Agents and to counsel to the Agents a written opinion of the written opinions of Shearman & Sterling, counsel to the Company, and eithxx xxx Xeneral Counsel for the Company, Michael A. Harring, Associate General Counsel for Deexx, xx xxxxx xxxxxel of the Company or other counsel selected by the Company and reasonably satisfactory to the AgentsAgents dated the date of filing with the Commission of such supplement or document, dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, or the date of such sale, as the case may be, in form and substance reasonably satisfactory to the Agents, of substantially the same tenor as the opinions opinion referred to in Section 5(a)(15(b)(1) and Section 5(a)(2), respectively, hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions opinion; or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Agents shall each furnish the Agents with a letter substantially to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); provided, however, that if the Company shall determine that it does not intend to be in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel market for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory up to the Company and the Agents, shall deliver their written opinions, dated three months after the date of filing of any such saleamendment or supplement, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion a notice to such effect, in which event the request of the General Counsel for Agents received by the Company as with respect to matters set forth in Section 5(a)(2) and such portions of Section 5(a)(1) amendment or supplement shall be deemed withdrawn until such time as the Company notifies the Agents may reasonably designate and that it wishes to re-enter the further effect of the opinions delivered pursuant to Section 5(a)(4), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinionmarket.

Subsequent Delivery of Legal Opinions. Each Reasonably promptly following the time that (1) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment or supplement relating solely to the interest rates, interest payment dates or maturity dates of the Notes or similar information, (ii) solely for the inclusion of additional financial information (including any management's discussion and analysis), (iii) by an amendment made by the Guarantor’s filing of a Quarterly Report its report on Form 10-Q for the quarter ended June 30 and any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Report its annual report on Form 10-K and such Annual Report is incorporated by reference into the Prospectus or (3) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms AgreementK, the Company or the Guarantor shall furnish or cause to be furnished forthwith to the Agents each Agent and to counsel to the Agents a written opinion of the written opinions Senior Company Counsel of Shearman & Sterlingthe Guarantor, or other counsel to the Company, and eithxx xxx Xeneral Counsel for the Company, Michael A. Harring, Associate General Counsel for Deexx, xx xxxxx xxxxxel satisfactory to the Agents, dated the date of effectiveness of such amendment, the date of filing with the SEC of such supplement or document, or the date of such sale, as the case may bedelivery, in form and substance satisfactory to the Agents, of the same tenor as the opinions opinion referred to in Section 5(a)(1SECTION 5(a)1) and Section 5(a)(2), respectively, the disclosure statement referred to in SECTION 5(a)3) hereof, but modified, as necessary, to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by any Non-General Supplement) to the time of delivery of such opinion. 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), the Company or the Guarantor shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the Guarantor, or other counsel satisfactory to such Agent, dated the date of filing with the SEC of such supplement or the date of effectiveness of such amendment, as the case may be, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in SECTION 5(a)1) and the disclosure statement referred to in SECTION 5(a)3) hereof, but 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 opinion. Furthermore, if so requested by an Agent by written notice to Senior Company Counsel of the Guarantor (receipt of which is acknowledged by Senior Company Counsel), when the Company sells Securities to such Agent pursuant to a Terms Agreement (if such opinion is required by such Terms Agreement), the Company or the Guarantor shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the Guarantor, or other counsel satisfactory to such Agent, dated the date of such sale, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in SECTION 5(a)1) and the disclosure statement referred to in SECTION 5(a)3) hereof, but modified, as necessary, to relate to the Registration Statement, the Basic Prospectus and any applicable Prospectus, as amended and supplemented to the time of delivery of such opinions opinion, and any applicable Disclosure Package; or, in lieu of such opinionsopinion, counsel last furnishing such opinions an opinion to the Agents such Agent shall each furnish the Agents such Agent with a letter to the effect that the Agents such Agent may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed 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 letter authorizing reliance, and such Disclosure Package); provided, however, that . In connection with any opinion and disclosure statement delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterlingthis Section 7(b), counsel for the Company, and Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to the Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents shall also deliver an opinion covering certain matters of New York law, substantially as stated in conjunction therewiththeir opinion rendered pursuant to SECTION 5(a)2), such Agent as well as a disclosure statement in substantially the same form as that required to be delivered by Senior Company Counsel (or Agents shall notify the Company promptly upon such determination. The Company will thereupon deliver other counsel) pursuant to the Agents an opinion of the General Counsel for the Company as to matters set forth provisions above in this Section 5(a)(2) and such portions of Section 5(a)(1) as the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(47(b), modified, as necessary, to relate to the Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinion.