Common use of Subsequent Delivery of Legal Opinions Clause in Contracts

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for sale, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of counsel reasonably satisfactory to the Agents, dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinions referred to in Sections 5(a)(1) and (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 opinion or, in lieu of any such opinion, counsel last furnishing such opinion to the Agents shall 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 an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each During each Marketing Period, each time that (i) that the Registration Statement or the any Prospectus shall be amended or supplemented (other than by (A) a Pricing Supplement, (B) an amendment or supplement providing solely for a change in the interest rates of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the NotesNotes or (C) except as set forth in (ii) and (iii) below, an amendment or supplement by the filing of an Incorporated Document), (ii) there is filed the Company files with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual which contains financial information that has been announced required to be set forth in or incorporated by reference into the general public or, unless Prospectus pursuant to Item 11 of Form S-3 under the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q)Securities Act, (iii) the Agents reasonably request following the filing by the Company with the Commission of an Incorporated Document (if required pursuant to other than as specified in the terms of a Terms Agreementpreceding clause (ii)) or (iv) the Company sells Notes to one or more Agents an Agent as principal and the applicable Purchase Agreement specifies the delivery of a legal opinion under this Section 6(c) as a condition to the purchase of Notes pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for salesuch Purchase Agreement, the Company shall shall, promptly following such amendment or supplement, filing of such Annual Report, Quarterly Report or Current Report that is incorporated by reference into the Prospectus or request by the Agents, or concurrently with the Time of Delivery relating to such sale, or if such amendment, supplement or filing was not filed during a Marketing Period, on the first day of the next succeeding Marketing Period, furnish or cause the Agents and their counsel with the written opinions of counsel to be furnished forthwith the Company specified in Sections 5(d) and 5(e), each addressed to the Agents and to counsel to dated the Agents a written opinion date of counsel reasonably delivery of such opinion, in form satisfactory to the Agents, dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the Agents, of the same tenor effect as the opinions referred to in Sections 5(a)(15(d) and (25(e) hereof, but modified, as necessary, to relate to the Registration Statement and the each Prospectus as amended and or supplemented to the time of delivery of such opinion oropinion; provided, however, that in lieu of any such opinion, counsel last furnishing such opinion to the Agents shall may furnish the Agents with a letter letters to the effect that the Agents may rely on such last opinion prior opinions to the same extent as though it was they were dated the date of such letter letters authorizing reliance (except that statements in such last opinion prior opinions shall be deemed to relate to the Registration Statement and the each Prospectus as amended and or supplemented to the time of delivery of such letter letters authorizing reliance); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) the ------------------------------------- Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for the establishment of or a change in the interest rates rates, maturity or price of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to under the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K Registration Statement or any Quarterly Report on Form 10-Q, unless the Agents shall otherwise specify), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes by an Agent as principal) the Company sells Notes to one or more Agents pursuant to a Terms Agreement an Agent as principal or (iv) if the Company shall approve issues and sells Notes in a form of Indexed Note for salenot previously certified to the Agents by the Company, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a the written opinion opinions of Xxxxxx & Xxxxxxx, counsel reasonably for the Company, and Xxxxxx X. Xxxxxxx, General Counsel of the Company, or other counsel satisfactory to the Agents, Agents dated the date of filing with the SEC Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinions referred to in Sections 5(a)(1) and (25(a)(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 opinion opinion; or, in lieu of any such opinion, counsel last furnishing such opinion to the Agents shall 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 an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each Subject to the provisions of Section 4(k) hereof, each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or a supplement providing solely for a change in the establishment of the interest rates rates, maturity or price of the Notes or similar changes terms or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, and other than by an amendment or supplement that which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes), (ii) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes K) or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement Agreement, if requested by the Agents or (iv) counsel to the Company shall approve a form of Indexed Note for saleAgents, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of Sidley Austin LLP or other counsel selected by the Company and reasonably satisfactory to the Agents, Agents dated the date of filing with the SEC Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance reasonably satisfactory to the Agents, of substantially the same tenor as the opinions opinion referred to in Sections 5(a)(1) and (2Section 5(b)(1) 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 opinion opinion; or, in lieu of any such opinion, counsel last furnishing such opinion to the Agents shall 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); PROVIDEDprovided, HOWEVERhowever, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation it does not intend to be in the market for up to three months after the date of purchases filing of any such amendment or supplement, the Company may deliver to the Agents a notice to such effect, in which event the request of the Notes should Agents received by the Company with respect to such amendment or supplement shall be resumed or shall subsequently deemed withdrawn until such time as the Company notifies the Agents that it wishes to re-enter into a new Terms Agreement with one or more Agentsthe market.

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus Offering Circular shall be amended or supplemented with respect to the Bank Notes (other than by an amendment or supplement (x) providing solely for a change in the interest rates or other variable terms of the Bank Notes or similar changes changes, or solely (y) setting forth financial statements or other information as of and for a fiscal period (unless, in the inclusion reasonable judgment of additional financial informationthe Distribution Agents, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to opinion of counsel should be furnished in light of such an offering of debt securities other than the Notesamendment)), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on SunTrust Banks files its Form 10-Q)K with the Commission, or within 30 days thereafter, (iii) (if required pursuant to in connection with the terms purchase of Bank Notes by a Terms AgreementDistribution Agent as principal) the Company Bank sells Bank Notes to one or more Agents pursuant to a Terms Agreement such agent as principal or (iv) the Company shall approve Bank issues and sells Bank Notes in a form of Indexed Note for salenot previously certified to the Distribution Agents by the Bank, the Company Bank shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of counsel reasonably satisfactory to the Distribution Agents, dated the date of filing with the SEC of such supplement or documentDomestic Paying Agent and Domestic Registrar and their respective counsel, 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 a letter from each counsel last furnishing an opinion referred to in Sections 5(a)(1Section 6(a)(i) and hereof (2) hereof, but modified, 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 opinion or, in lieu of any such opinion, counsel last furnishing such opinion to the Agents shall 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) or in lieu of such letter, each such counsel (or such other counsel as may be acceptable to the Distribution Agents) may deliver a letter in the same form as its letter referred to in Section 6(a)(i) but modified, as necessary to relate to the Offering Circular as amended and supplemented to the time of delivery of such letter. With respect to this Section 8(c); PROVIDED, HOWEVERthe 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. Any legal opinion delivered pursuant to clause (iii) of this Section 8(c) shall also include the following statements (or shall be accompanied by a letter including such statements): (A) No facts have come to such counsel’s attention that cause such counsel to believe that as of the Applicable Time, thatthe Disclosure Package (except for the financial statements and related schedules and other financial and statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel need make no statement) included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the event light of circumstances under which they were made, not misleading. (B) No facts have come to such counsel’s attention that an Indexed Note has been approved for sale by the Company, cause such counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases believe that as of the Notes in their capacity as agents pursuant to a request from the Company, and none date of the Agents shall then hold any Notes Pricing Supplement or Final Terms, as principal purchased pursuant the case may be, or the Settlement Date, the Offering Circular, together with the Pricing Supplement or Final Terms, as the case may be (except for the financial statements and related schedules and other financial and statistical data included or incorporated by reference therein or omitted therefrom, as to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, which such Agent has held such Notes for more than 180 dayscounsel need make no statement), included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the Company shall statements therein, in the light of circumstances under which they were made, not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentsmisleading.

Subsequent Delivery of Legal Opinions. Each time that (i) during an ongoing offering of Notes in which the Agents are soliciting offers to purchase Notes on an agency basis, the Registration Statement or the Prospectus shall be is amended or supplemented (other than by an amendment or supplement providing solely for excluding a change in the interest rates of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the NotesPricing Supplement), (ii) there is filed with including through the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance filing of debt securities other than the Notes or to quarterly or an annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report report on Form 10-Q)K or interim report on Form 10-Q or, if such delivery is requested by an Agent, any other document under the Exchange Act; (iii) (if required pursuant to the terms of a Terms Agreementii) the Company sells Notes to one or more Agents pursuant to a Terms Agreement an Agent as principal or (iviii) the Company shall approve issues and sells Notes in a form of Indexed Note for salenot 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 a written opinion of counsel reasonably satisfactory to the Agents, dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such saleapplicable Agent, as the case may be, in form and substance satisfactory 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 scope satisfactory to the Agents or the applicable Agent, as the case may be, of the same tenor scope as the opinions referred to in Sections 5(a)(15(a) and (2b), as 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 Section 5(a)(ii) hereof or as to the matters referred to in Section 5(a)(viii) hereof), but modified, as necessary, to relate to the Registration Statement and the Prospectus Prospectus, each as amended and supplemented to at the time of delivery of such opinion opinions, and to the Disclosure Package at the Applicable Time relating thereto in respect of any Notes issued and sold pursuant to the foregoing clauses (ii) or (iii) or, in lieu of any such opinion, counsel last furnishing such opinion to the Agents shall 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 an Indexed Note has been approved for sale by the Company, counsel and to the Company shall also confirm Disclosure Package at the exclusion or exemption Applicable Time relating thereto in respect of such Indexed Note from the Commodity Exchange Act any Notes issued and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents sold pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement foregoing clauses (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 daysii) or (iii), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents).

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Statutory Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates of rate or formula applicable to the Notes or similar changes or Securities, providing solely for the inclusion of additional financial information, andor, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively relating solely to an the issuance and/or offering of debt securities other than the NotesSecurities), (ii) there is filed with the SEC Commission any document incorporated by reference into the Registration Statement, General Disclosure Package or the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively solely to the issuance and/or offering of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public orSecurities, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Qspecify), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementSecurities from the Company by one or more Agents as principal) the Company sells Notes Securities to one such Agent or more Agents pursuant to a Terms Agreement as principal or (iv) the Company shall approve sells Securities in a form of Indexed Note for salenot previously certified to the Agents by the Company, the Company and the Operating Partnership shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a the written opinion of Xxxxxxxx & Xxxxxxxx LLP, counsel reasonably to the Company, or other counsel satisfactory to the Agents, dated the date of filing with the SEC Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinions opinion referred to in Sections 5(a)(1Section 5(a)(i) hereof (and including the statement required by Section 5(a)(iv)), but modified to state that (x) the Registration Statement has become effective under the 1933 Act; any required filing of the preliminary prospectus or the Statutory Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); any required filing of any Issuer Free-Writing Prospectus pursuant to Rule 433(b) has been made in the manner and within the time period required by Rule 433(b); to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement, or notice objecting to its use, has been issued, no proceedings for that purpose have been instituted or threatened and the Registration Statement, the preliminary prospectus, the Statutory Prospectus and any such Issuer Free Writing Prospectus (other than (i) the financial statements and other financial and statistical information contained therein and (ii) the Statement of Eligibility on Form T-1 filed as an exhibit thereto, as to which such counsel need express no opinion), as of their respective effective or issue dates, as the case may be, complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the 1939 Act Regulations of the Commission thereunder and (y) no facts have come to such counsel’s attention that have caused it to believe that (A) the Registration Statement, at the later of the time of the filing of the Annual Report on Form 10-K or as of the “new effective date” with respect to the Agents and the Securities pursuant to, and within the meaning of, Rule 430B(f)(2) under the 1933 Act, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) (1) the General Disclosure Package, as of the Applicable Time specified in the applicable Terms Agreement and (2) hereof, but modifiedthe Prospectus, as necessaryof its date and as of the Closing Date, included or includes, as the case may be, any untrue statement of material fact or omitted or omits, as the case may be, to relate state a material fact necessary to make the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any such opinion, counsel last furnishing such opinion to the Agents shall 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, thattherein, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases light of the Notes in their capacity as agents pursuant to a request from the Companycircumstances under which they were made, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentsmisleading.

Subsequent Delivery of Legal Opinions. Each time that Except as otherwise provided in Section III(o) hereof, each time: (i) the Company accepts a Terms Agreement requiring such updating provisions; (ii) the Company files with the SEC an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q that is incorporated by reference into the Prospectus; or (iii) if required by the Agents after the Registration Statement Statement, any Disclosure Package or the Prospectus shall be has been amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates rates, maturity dates or other terms of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for sale, the Company shall furnish or cause to be furnished forthwith to the Agents and counsel to the Agents the written opinions of McGuireWoods LLP, counsel to the Company, and the General Counsel of the Company (or such other attorney, reasonably acceptable to counsel to the Agents a written opinion of counsel reasonably satisfactory to the Agents, who exercises general supervision or review in connection with a particular securities law matter for the Company), dated the date specified in the applicable Terms Agreement or dated the date of filing with the SEC of such supplement or document, document or the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinions referred to in Sections 5(a)(1) and (2Section II(c)(1) 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 opinion opinions; or, in lieu of any such opinionopinions, counsel last furnishing such opinion opinions to the Agents shall 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 an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each During each Marketing Period, each time that (i) that the Registration Statement or the any Prospectus shall be amended or supplemented (other than by (A) a Pricing Supplement, (B) an amendment or supplement providing solely for a change in the interest rates of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes, or (C) except as set forth in (ii) and (iii) below, an amendment or supplement by the filing of an Incorporated Document), (ii) there is filed the Company files with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual which contains financial information that has been announced required to be set forth in or incorporated by reference into the general public or, unless Prospectus pursuant to Item 11 of Form S-3 under the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q)Securities Act, (iii) the Agents reasonably request following the filing by the Company with the Commission of an Incorporated Document (if required pursuant to other than as specified in the terms of a Terms Agreementpreceding clause (ii)) or (iv) the Company sells Notes to one or more Agents an Agent as principal and the applicable Purchase Agreement specifies the delivery of a legal opinion under this Section 6(c) as a condition to the purchase of Notes pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for salesuch Purchase Agreement, the Company shall shall, promptly following such amendment or supplement, filing of such Annual Report, Quarterly Report or Current Report that is incorporated by reference into the Prospectus or request by the Agents, or concurrently with the Time of Delivery relating to such sale, or if such amendment, supplement or filing was not filed during a Marketing Period, on the first day of the next succeeding Marketing Period, furnish or cause the Agents and their counsel with the written opinion of counsel to be furnished forthwith the Company specified in Section 5(c), addressed to the Agents and to counsel to dated the Agents a written opinion date of counsel reasonably delivery of such opinion, in form satisfactory to the Agents, dated to 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, same effect as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinions opinion referred to in Sections 5(a)(1) and (2Section 5(c) hereof, but modified, as necessary, to relate to the Registration Statement and the each Prospectus as amended and or supplemented to the time of delivery of such opinion oropinion; provided, however, that in lieu of any such opinion, counsel last furnishing such opinion to the Agents shall may furnish the Agents with a letter to the effect that the Agents may rely on such last a prior opinion to the same extent as though it was such prior opinion were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the each Prospectus as amended and or supplemented to the time of delivery of such letter authorizing reliance); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each Subject to the provisions of Section 4(k) hereof, each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or a supplement providing solely for a change in the establishment of the interest rates rates, maturity or price of the Notes or similar changes terms or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, and other than by an amendment or supplement that which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes), (ii) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes 8‑K) or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement Agreement, if requested by the Agents or (iv) counsel to the Company shall approve a form of Indexed Note for saleAgents, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of Sidley Austin LLP or other counsel selected by the Company and reasonably satisfactory to the Agents, Agents dated the date of filing with the SEC Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance reasonably satisfactory to the Agents, of substantially the same tenor as the opinions opinion referred to in Sections 5(a)(1) and (2Section 5(b)(1) 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 opinion opinion; or, in lieu of any such opinion, counsel last furnishing such opinion to the Agents shall 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); PROVIDEDprovided, HOWEVERhowever, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation it does not intend to be in the market for up to three months after the date of purchases filing of any such amendment or supplement, the Company may deliver to the Agents a notice to such effect, in which event the request of the Notes should Agents received by the Company with respect to such amendment or supplement shall be resumed or shall subsequently deemed withdrawn until such time as the Company notifies the Agents that it wishes to re-enter into a new Terms Agreement with one or more Agentsthe market.

Subsequent Delivery of Legal Opinions. Each The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each time that (i1) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for the establishment of the terms of Notes or a change in the interest rates rates, maturity or price of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, and other than by an amendment or supplement that which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes), (ii2) there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public orK, unless the Agents shall otherwise reasonably request, any other Current Report request based on Form 8-K disclosure included or any Quarterly Report on Form 10-Q), omitted from such Report) or (iii3) (if required pursuant to the terms of a Terms Agreement) , upon the Company sells Company’s sale of Notes to one or more Agents pursuant to a such Terms Agreement or (iv) the Company shall approve a form of Indexed Note for saleAgreement, 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 counsel reasonably designated in Section 5(a)(1) and (2), or other counsel satisfactory to the Agents, dated the date of filing with the SEC Commission of such supplement or document, the date of effectiveness of such amendment, 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 Sections 5(a)(1) and (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 opinion opinions; or, in lieu of any such opinionopinions, counsel last furnishing such opinion to the Agents shall 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 an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus shall be is amended or supplemented (other than by an amendment or supplement providing solely for excluding a change in the interest rates of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the NotesPricing Supplement), (ii) there is filed with including through the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance filing of debt securities other than the Notes or to quarterly or an annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report report on Form 10-Q)K or interim report on Form 10-Q or, if such delivery is requested by an Agent, any other document under the Exchange Act, (iii) (if required pursuant to the terms of a Terms Agreementii) the Company sells Notes to one or more Agents pursuant an Agent as principal and in connection therewith such delivery has been agreed to a Terms Agreement by the Company and such Agent, or (iviii) the Company shall approve issues and sells Notes in a form of Indexed Note for salenot 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 a written opinion of counsel reasonably satisfactory to the Agents, dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such 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 Sections 5(a)(15(a) and (2b), as 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 Prospectus, each as amended and supplemented to at the time of delivery of such opinion opinions, and to the Disclosure Package at the Applicable Time relating thereto in respect of any Notes issued and sold pursuant to the foregoing clauses (ii) or (iii) or, in lieu of any such opinion, counsel last furnishing such opinion to the Agents shall 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 an Indexed Note has been approved for sale by the Company, counsel and to the Company shall also confirm Disclosure Package at the exclusion or exemption Applicable Time relating thereto in respect of such Indexed Note from the Commodity Exchange Act any Notes issued and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents sold pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement foregoing clauses (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 daysii) or (iii), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents).

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (iiNotes or an offering of preferred stock of the Guarantor or its subsidiaries) or there is filed with the SEC any document incorporated by reference into the Prospectus (other than (i) any proxy statement or Current Report on Form 8-K relating exclusively or (ii) a document filed pursuant to Section 14 of the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or1934 Act, in each case, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents an Agent pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for saleAgreement, the Company shall furnish or cause to be furnished forthwith to the Agents and (or, in the case of a sale of Notes to an Agent pursuant to a Terms Agreement, to such Agent), with a copy to counsel to the Agents Agents, a written opinion or opinions of counsel reasonably Puerto Rico Counsel to the Company and the Guarantor satisfactory to the AgentsAgents or such Agent, as the case may be, dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the AgentsAgents or such Agent, as the case may be, of the same tenor as the opinions opinion referred to in Sections 5(a)(1) and (2Section 5(a)(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 opinion opinion; or, in lieu of any such opinionopinion or opinions, counsel last furnishing such opinion to the Agents or such Agent, as the case may be, shall 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 and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) the Company files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates rates, maturity dates or other terms of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(d) of a Terms this Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for sale, the Company shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents a the written opinion opinions of McGuireWoods LLP, counsel reasonably satisfactory to the Company, and 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 SEC Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions referred to in Sections 5(a)(1) and (2Section 4(b)(i) 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 any such opinionopinions, counsel last furnishing such opinion opinions to the Selling Agents shall 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 Section 3(g)(ii) above)). If such opinion is delivered pursuant to clause (iv) above at the request of a Selling Agent, such letter authorizing reliance); PROVIDEDopinion shall also relate to (A) the applicable Disclosure Package as of the applicable Initial Time of Sale, HOWEVER, that, (B) the applicable form of note representing the Notes described in the event that an Indexed Note has been approved for sale by applicable Pricing Supplement and (C) if applicable, the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Written Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i1) the Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment or supplement providing relating solely for a change in to the interest rates rates, interest payment dates or maturity dates of the Notes or similar changes or information, (ii) solely for the inclusion of additional financial informationinformation (including any management's discussion and analysis), and, unless (iii) by an amendment made by the Agents shall otherwise reasonably specify, other than 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 that relates exclusively which is not required to an offering of debt securities other than be made available by the NotesCompany to any Agent pursuant to Section 4(b), ) or (ii2) there is filed with the SEC any document the Company's Annual Report on Form 10-K and such Annual Report is incorporated by reference into the Prospectus or (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii3) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents an Agent pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for saleAgreement, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a the written opinion opinions of Shearman & Sterling, counsel reasonably 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, 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 Sections Section 5(a)(1) and (2) 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 opinion opinions or, in lieu of any such opinionopinions, counsel last furnishing such opinion 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, that in the event that an the sale of Indexed Note has been approved for sale 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 also confirm deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Note Notes from the Commodity Exchange Act and covering such other matters as the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if Company and/or the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none may reasonably request. If one or more of the Agents shall then hold any Notes as principal purchased pursuant 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 a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreementthe Agents in conjunction therewith, such Agent has held or Agents shall notify the Company promptly upon such Notes determination. The Company will thereupon deliver to the Agents an opinion of the General Counsel for more than 180 daysthe 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 Company shall not be obligated so Registration Statement and Prospectus as amended or supplemented to furnish the Agents with opinions until time of delivery of such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentsopinion.

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an Excluded Supplement or by an amendment or supplement providing solely for a change in the interest rates of the Notes or similar changes or solely for the inclusion of additional financial information, andor, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities Securities other than the Notes), (ii) there is filed with the SEC Commission any Report on Form 10-K, (iii) there is filed with the Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly a Report on Form 10-Q), (iiiiv) there is filed with the Commission any Current Report on Form 8-K containing information that is reasonably deemed to be materially adverse to the business affairs or prospects of the Company or (v) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents an Agent pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for saleAgreement, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a the written opinion opinions of the General Counsel of the Company and special counsel reasonably to the Company or other counsel satisfactory to the Agents, Agent dated the date of filing with the SEC Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinions referred to in Sections 5(a)(1Section 5(a)(1)(B) and (25(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 opinion oropinions, or (vi) in lieu of any such opinionopinion required under Subsection (7)(c)(v) above, counsel last furnishing such opinion to the Agents Agents, shall 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 . In the event that an Indexed Note has been approved for sale by the Company, counsel case of opinions to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents be furnished pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days)iii) or (iv) above, the Company may request that Agents waive the requirement for the opinions, which request shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.unreasonably refused; and 11

Subsequent Delivery of Legal Opinions. Each During each Marketing Period, each time that (i) that the Registration Statement or the any Prospectus shall be amended or supplemented (other than by (A) a Pricing Supplement, (B) an amendment or supplement providing solely for a change in the interest rates of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the NotesNotes or (C) except as set forth in (ii) and (iii) below, an amendment or supplement by the filing of an Incorporated Document), (ii) there is filed the Company files with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual which contains financial information that has been announced required to be set forth in or incorporated by reference into the general public or, unless Prospectus pursuant to Item 11 of Form S-3 under the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q)Securities Act, (iii) the Agents reasonably request following the filing by the Company with the Commission of an Incorporated Document (if required pursuant to other than as specified in the terms of a Terms Agreementpreceding clause (ii)) or (iv) the Company sells Notes to one or more Agents an Agent as principal and the applicable Purchase Agreement specifies the delivery of a legal opinion under this Section 6(c) as a condition to the purchase of Notes pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for salesuch Purchase Agreement, the Company shall shall, promptly following such amendment or supplement, filing of such Annual Report, Quarterly Report or Current Report that is incorporated by reference into the Prospectus or request by the Agents, or concurrently with the Time of Delivery relating to such sale, or if such amendment, supplement or filing was not filed during a Marketing Period, on the first day of the next succeeding Marketing Period, furnish or cause the Agents and their counsel with the written opinions of counsel to be furnished forthwith the Company specified in Sections 5(d) and 5(e), each addressed to the Agents and to counsel to dated the Agents a written opinion date of counsel reasonably delivery of such opinion, in form satisfactory to the Agents, dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the Agents, of the same tenor effect as the opinions referred to in Sections 5(a)(15(d) and (25(e) hereof, but modified, as necessary, to relate to the Registration Statement and the each Prospectus as amended and or supplemented to the time of delivery of such opinion oropinion; PROVIDED, HOWEVER, that in lieu of any such opinion, counsel last furnishing such opinion to the Agents shall may furnish the Agents with a letter letters to the effect that the Agents may rely on such last opinion prior opinions to the same extent as though it was they were dated the date of such letter letters authorizing reliance (except that statements in such last opinion prior opinions shall be deemed to relate to the Registration Statement and the each Prospectus as amended and or supplemented to the time of delivery of such letter letters authorizing reliance); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each Reasonably promptly following each time that (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by an amendment filing of a preliminary pricing supplement or supplement providing solely for a change in the interest rates of the Notes Pricing Supplement or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that (A) changing the payment terms of Notes or similar changes, (B) which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly (C) which the applicable Selling Agents deem immaterial) or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms this Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for sale, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents a the written opinion opinions of McGuireWoods LLP, counsel reasonably satisfactory to the Company and the Guarantor, and the General Counsel of the Guarantor (or such other attorney, reasonably acceptable to counsel to the Selling Agents, dated who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) dated, with respect to clause (i) above, the date of delivery of such opinion, or, with respect to clause (ii) or (iii) above, the later of (x) the date of filing with the SEC Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions referred to in Sections 5(a)(1) and (2Section 6(b)(i) 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 any such opinionopinions, counsel last furnishing such opinion opinions to the Selling Agents shall 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 Section 3(f)(ii) above)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such letter authorizing reliance); PROVIDEDopinion shall also relate to (A) the applicable Disclosure Package as of the applicable Initial Time of Sale, HOWEVER, that, (B) the applicable form of note representing the Notes described in the event that an Indexed Note has been approved for sale by applicable Pricing Supplement and (C) if applicable, the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Written Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by a Pricing Supplement or an amendment or supplement providing solely for a change in the interest rates of rate or formula applicable to the Notes Securities or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, and other than by an amendment or supplement that which relates exclusively to an offering the issuance of debt securities other than the NotesSecurities), (ii) there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public orK, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Qspecify), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementSecurities by one or more Agents as principal) the Company Operating Partnership sells Notes Securities to one or more Agents pursuant to a Terms Agreement as principal, or (iv) the Company shall approve Operating Partnership issues and sells Securities in a form of Indexed Note for salenot previously certified to the Agents by the Partnerships, the Company Partnerships shall furnish or cause to be furnished forthwith to the Agents Agent(s) and to counsel to the Agents a the written opinion opinions of the various counsel reasonably to the Transaction Entities, or other counsel satisfactory to the AgentsAgent(s), dated the date of filing with the SEC Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the AgentsAgent(s), of the same tenor as the opinions referred to (x) in Sections 5(a)(1the case of clauses (i), (ii) (with respect to the Annual Report on Form 10- K) and (iii) above, in Exhibits B-1, B-2, B-3 and B-4 hereof and (y) in the case of clause (ii) above (with respect to all documents so filed, except for the 10-K), in Exhibits B-1 (Items 1, 2, 5, 6, 7, 9 and the last three paragraphs thereof) hereofand B-4, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion opinions or, in lieu of any such opinionopinions, counsel last furnishing such opinion opinions to the Agents shall 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 an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each During each Marketing Period, each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (x) a Pricing Supplement or an amendment or supplement providing solely for a change in the interest rates rates, redemption provisions, amortization schedules or maturities of the Notes offered, the amount of Notes remaining to be sold or similar changes or solely for the inclusion of additional financial information, and, unless a change the Agents shall otherwise reasonably specifydeem to be immaterial, other than by an (y) any amendment or supplement that relates exclusively to an offering the Registration Statement or Prospectus caused by the filing of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or a Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to containing only information concerning quarterly or annual financial information that earnings which has been announced to the general public orand/or exhibits relating to an offering of securities other than the Notes, unless or (z) any amendment or supplement to the Agents shall otherwise reasonably request, Registration Statement or Prospectus caused by the filing of any other Current Report on Form 8-K unless the Agents shall reasonably request based on disclosure included in or any Quarterly Report on Form 10-Qomitted from such Report), (iii) (if required pursuant to and each time the terms of a Terms Agreement) the Company Corporation sells Notes to one or more Agents an Agent as principal and the applicable Purchase Agreement specifies the delivery of a legal opinion under this Section 6(c) as a condition to the purchase of Notes pursuant to a Terms Agreement such Purchase Agreement, the Corporation shall, concurrently with such amendment, supplement or (iv) the Company shall approve a form Time of Indexed Note for Delivery relating to such sale, furnish the Company shall furnish or cause to be furnished forthwith Agents (or, in the case of a purchase by fewer than all the Agents, such Agents) with a written opinion of the counsel of the Corporation and of tax counsel of the Corporation, each addressed to the Agents and to counsel to the Agents a written opinion of counsel reasonably satisfactory to the Agents, dated the date of filing with the SEC delivery 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 opinion to the Agents, of the same tenor effect as the opinions referred to in Sections 5(a)(15(c) and (25(d) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and or supplemented to the time of delivery of such opinion opinion; provided, however, that in lieu of such opinion, either counsel may furnish the Agents (or, in lieu the case of any a purchase by fewer than all the Agents, such opinion, counsel last furnishing such opinion to the Agents shall furnish the Agents Agents) with a letter to the effect that the such Agents may rely on such last prior opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and or supplemented to the time of delivery of such letter authorizing reliance); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that Except as otherwise provided in Section 3(l) hereof, each time: (i) the Issuers accept a Terms Agreement requiring such updating provisions, or as otherwise may be requested by the Representative; (ii) the Company files with the Commission an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q that is incorporated by reference into the Prospectus; or (iii) if required by the Representative after the Registration Statement Statement, any General Disclosure Package or the Prospectus shall be has been amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates rates, maturity dates or other terms of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for sale, the Company Issuers shall furnish or cause to be furnished forthwith to the Agents Agent and to counsel to the Agents a Representative the written opinion opinions of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel reasonably satisfactory to the AgentsIssuers, dated the date specified in the applicable Terms Agreement, or the date requested by the Representative, or dated the date of filing with the SEC Commission of such supplement or document, document or the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the AgentsRepresentative, of the same tenor as the opinions opinion referred to in Sections 5(a)(1) and (2Section 5(c) hereof, but modified, as necessary, to relate to to, as applicable, the Registration Statement Statement, the applicable General Disclosure Package and the Prospectus as amended and supplemented to the time of delivery of such opinion opinion; or, in lieu of any such opinion, counsel last furnishing such opinion to the Agents Agent shall 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 Statement, the applicable General 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 an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) the ------------------------------------- Registration Statement or the Prospectus shall be amended or supplemented (including an amendment or supplement thereto that results from the incorporation by reference of annual (Form 10-K or successor forms) or quarterly (Form 10-Q or succeessor forms) reports filed under the 1934 Act into the Registration Statement in accordance with the requirements of Form S-3, but excluding (x) an amendment or supplement thereto that results from the incorporation by reference of other than reports (such as current reports on Form 8-K or successor forms) filed under the 1934 Act into the Registration Statement in accordance with the requirements of Form S-3, unless specifically requested by the Agent(s) after review of such reports and (y) an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or similar changes or relating solely for to the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement Company sells Notes to or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes through one or to quarterly more Agents, whether as principal or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K as agent or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve in a form of Indexed Note for salenot previously certified to the Agents by the Company, the Company shall furnish or cause to be furnished forthwith to the Agents Agent(s) and to counsel to the Agents a the written opinion of Xxxxx, Xxxxx & Xxxxx, counsel reasonably to the Company and CIT, or other counsel satisfactory to the AgentsAgent(s), dated the date of filing with the SEC of such supplement Commission or document, the date of effectiveness of such amendmentamendment or supplement, as applicable, or the date of such sale, as the case may be, in form and substance satisfactory to the AgentsAgent(s), of the same tenor as the opinions opinion referred to in Sections 5(a)(1) and (2Section 5(b)(1) 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 opinion or, in lieu of any such opinion, counsel last furnishing such opinion to the Agents shall 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 an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each The Company agrees that, during each Marketing Period, each time that (i) the Registration Statement or the any Prospectus shall be amended or supplemented (other than by (A) a Pricing Supplement, (B) except as set forth in (ii) and (iv) below, an amendment or supplement providing solely for a change in to the interest rates Prospectus by the filing of the Notes an Incorporated Document or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by (C) an amendment or supplement that which relates exclusively solely to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document Commission an Annual Report on Form 10-K that is incorporated by reference into the Prospectus Prospectus, (iii) the Company sells Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery of a legal opinion under this Section 6(c) as a condition to the purchase of Notes pursuant to such Purchase Agreement or (iv) the Agents reasonably request following the filing of an Incorporated Document (other than any proxy statement as specified in (ii) above) the Company shall, promptly following such amendment or Current supplement, filing by an Annual Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 810-K or any request or concurrently with the Time of Delivery relating to such sale, furnish the Agents and their counsel (A) in the case of (i) through (iv) above (other than a request relating to the filing by the Company of a Quarterly Report on Form 10-Q) with the written opinions of an officer of the Company who is an attorney, outside Maryland counsel to the Company and Sidley Xxxxxx Xxxxx & Xxxx (or its affiliated partnership, Sidley Xxxxxx Xxxxx & Xxxx, LLP), (iii) (if required pursuant special counsel to the terms Company (or other outside counsel of a Terms Agreement) the Company sells Notes acceptable to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for saleAgents), the Company shall furnish or cause to be furnished forthwith each addressed to the Agents and to counsel to the Agents a written opinion of counsel reasonably satisfactory to the Agents, dated the date of filing with the SEC delivery of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may beopinion, in form and substance satisfactory to the Agents, of the same tenor effect as the opinions referred to in Sections 5(a)(15(b), 5(c) and (2) hereof5(d), but modified, as necessary, to relate to the Registration Statement and the each Prospectus as amended and or supplemented to the time of delivery of such opinion; provided, however, that in rendering their opinion oras aforesaid, Sidley Xxxxxx Xxxxx & Xxxx may rely on an opinion, dated as of the date of delivery of the Sidley Xxxxxx Xxxxx & Xxxx opinion, of its affiliates as to the laws of any jurisdiction other than the United States of America and the State of Illinois and provided further, however, that in lieu of any such opinion, each such counsel last furnishing such opinion to the Agents shall may furnish the Agents with a letter to the effect that the Agents may rely on such last prior opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the each Prospectus as amended and or supplemented to the time of delivery of such letter authorizing reliance); PROVIDED) and (B) in the case of a request by the Agents relating to the filing by the Company of a Quarterly Report on Form 10-Q, HOWEVERthe written opinion of an officer of the Company who is an attorney, thataddressed to the Agents and dated the date of delivery of such opinion, in form satisfactory to the event that Agents, to the effect set forth in the last paragraph of Section 5(b). If such amendment, supplement or filing was not filed during a Marketing Period, then on the first day of the next succeeding Market Period, the Company shall furnish the Agents and their counsel with the written opinions of an Indexed Note has been approved for sale by officer of the Company, Company who is an attorney and/or outside Maryland counsel to the Company shall also confirm the exclusion and Sidley Xxxxxx Xxxxx & Xxxx (or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDEDits affiliated partnership, FURTHERSidley Xxxxxx Xxxxx & Xxxx, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant LLP) special counsel to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentsdescribed above.

Subsequent Delivery of Legal Opinions. Each Reasonably promptly following each time that (i) the Company files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by BofAS, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement providing solely for a change in (A) changing the interest rates payment terms of the Notes or similar changes or solely for the inclusion of additional financial informationchanges, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that (B) which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly (C) which the applicable Selling Agents deem immaterial) or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms this Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for sale, the Company shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents a the written opinion opinions of McGuireWoods LLP, counsel reasonably satisfactory to the Company, and the General Counsel of the Company (or such other attorney, reasonably acceptable to counsel to the Selling Agents, dated who exercises general supervision or review in connection with a particular securities law matter for the Company) dated, with respect to clause (i) above, the date of delivery of such opinion, or, with respect to clause (ii) or (iii) above, the later of (x) the date of filing with the SEC Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions referred to in Sections 5(a)(1) and (2Section 4(b)(i) 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 any such opinionopinions, counsel last furnishing such opinion opinions to the Selling Agents shall 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 Section 3(h)(ii) above)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such letter authorizing reliance); PROVIDEDopinion shall also relate to (A) the applicable Disclosure Package as of the applicable Initial Time of Sale, HOWEVER, that, (B) the applicable form of note representing the Notes described in the event that an Indexed Note has been approved for sale by applicable Pricing Supplement and (C) if applicable, the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Written Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each Xxxxxxx Kodak agrees that during each Marketing Period, each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by a pricing supplement, an offering of securities other than the Notes or an amendment or supplement providing solely setting forth or incorporating by reference financial statements or other information as of and for a change fiscal quarter, unless, in the interest rates reasonable judgment of the Agents, such financial statements or other information are of such a nature that a legal opinion should be furnished), each time Xxxxxxx Kodak sells Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering Agent as principal and the applicable Purchase Agreement specifies the delivery of debt securities other than a legal opinion under this Section 6(c) as a condition to the Notes)purchase of Notes pursuant to such Purchase Agreement, (ii) there is filed or Xxxxxxx Kodak files with the SEC any document incorporated by reference into the Prospectus Prospectus, Xxxxxxx Kodak shall, (other than any proxy statement i) if such amendment, supplement or Current Report filing was filed during a Marketing Period, concurrently with such amendment, supplement, time of delivery relating to such sale, or filing or (ii) if such amendment, supplement or filing was not filed during a Marketing Period, on Form 8-K relating exclusively to the issuance first day of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public ornext succeeding Marketing Period, unless furnish the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to and their counsel with the terms written opinions of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form General Counsel of Indexed Note for sale, the Company shall furnish or cause to be furnished forthwith Xxxxxxx Kodak addressed to the Agents and to counsel to dated the Agents a written opinion date of counsel reasonably delivery of such opinion, in form satisfactory to the Agents, dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the Agents, of the same tenor effect as the opinions referred to in Sections 5(a)(1) and (2Section 5(d) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and or supplemented to the time of delivery of such opinion oropinion; provided, however, that in lieu of any such opinion, each such counsel last furnishing such opinion to the Agents shall may furnish the Agents with a letter to the effect that the Agents may rely on such last prior opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and or supplemented to the time of delivery of such letter authorizing reliance); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each Subject to the provisions of ------------------------------------- Section 4(k) hereof, each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or a supplement providing solely for a change in the establishment of the interest rates rates, maturity or price of the Notes or similar changes terms or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, and other than by an amendment or supplement that which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes), (ii) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes K) or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement Agreement, if requested by the Agents or (iv) counsel to the Company shall approve a form of Indexed Note for saleAgents, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of the General Counsel of the Company or other counsel selected by the Company and reasonably satisfactory to the Agents, Agents dated the date of filing with the SEC Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance reasonably satisfactory to the Agents, of substantially the same tenor as the opinions opinion referred to in Sections Section 5(a)(1) and (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 opinion opinion; or, in lieu of any such opinion, counsel last furnishing such opinion to the Agents shall 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); PROVIDEDprovided, HOWEVERhowever, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation it does not intend to be in the market for up to three months after the date of purchases filing of any such amendment or supplement, the Company may deliver to the Agents a notice to such effect, in which event the request of the Notes should Agents received by the Company with respect to such amendment or supplement shall be resumed or shall subsequently deemed withdrawn until such time as the Company notifies the Agents that it wishes to re-enter into a new Terms Agreement with one or more Agentsthe market.

Subsequent Delivery of Legal Opinions. Each Subject to the provisions -------------------------------------- of Section 4(k) hereof, each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or a supplement providing solely for a change in the establishment of the interest rates rates, maturity or price of the Notes or similar changes terms or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, and other than by an amendment or supplement that which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes), (ii) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes K) or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement Agreement, if requested by the Agents or (iv) counsel to the Company shall approve a form of Indexed Note for saleAgents, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of the General Counsel of the Company or other counsel selected by the Company and reasonably satisfactory to the Agents, Agents dated the date of filing with the SEC Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance reasonably satisfactory to the Agents, of substantially the same tenor as the opinions opinion referred to in Sections 5(a)(1) and (2Section 5(b)(1) 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 opinion opinion; or, in lieu of any such opinion, counsel last furnishing such opinion to the Agents shall 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); PROVIDEDprovided, HOWEVERhowever, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation it does not intend to be in the market for up to three months after the date of purchases filing of any such amendment or supplement, the Company may deliver to the Agents a notice to such effect, in which event the request of the Notes should Agents received by the Company with respect to such amendment or supplement shall be resumed or shall subsequently deemed withdrawn until such time as the Company notifies the Agents that it wishes to re-enter into a new Terms Agreement with one or more Agentsthe market.

Subsequent Delivery of Legal Opinions. Each The Company agrees that during each Marketing Period (unless a suspension shall be in effect under Section 2(b)), each time that (i) the Registration Statement or the any Prospectus shall be amended or supplemented (other than by a Pricing Supplement providing solely for the interest rates or maturities of the Notes or the principal amount of Notes remaining to be sold or similar changes and other than an amendment or supplement providing solely for a change in the interest rates of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates relating exclusively to an offering of debt securities other than the Notes), (iieach time the Company sells Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery of a legal opinion under this Section 6(c) there is filed as a condition to the purchase of Notes pursuant to such Purchase Agreement or the Company files with the SEC Commission any document incorporated by reference into the any Prospectus (other than any proxy statement or a Current Report on Form 8-K relating exclusively which contains no financial information and which, in the reaosnable judgment of the Company, contains no information that is materially important to the issuance business, financial condition or results of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms operations of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to and its subsidiaries taken as a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for salewhole), the Company shall, (i) concurrently with such amendment, supplement, Time of Delivery relating to such sale or filing or (ii) if such amendment, supplement or filing was not filed during a Marketing Period, on the first day of the next succeeding Marketing Period (unless a suspension shall be in effect under Section 2(b)), furnish or cause the Agents and their counsel with the written opinions of counsel to be furnished forthwith the Company specified in Section 5(e) hereof, each addressed to the Agents and to counsel to dated the Agents a written opinion date of counsel reasonably delivery of such opinion, in form satisfactory to the Agents, dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the Agents, of the same tenor effect as the opinions referred to in Sections 5(a)(1) and (2Section 5(e) hereof, but modified, as necessary, to relate to the Registration Statement and the each Prospectus as amended and or supplemented to the time of delivery of such opinion oropinion; provided, however, that in lieu of any such opinion, each such counsel last furnishing such opinion may deliver to the Agents shall furnish the Agents with and their counsel a letter to the effect that the Agents may rely on such last prior opinion to the same extent as though if it was were dated the date of such letter authorizing reliance (except that statements in such last prior opinion shall be deemed to relate to the Registration Statement and the each Prospectus as amended and or supplemented to the time of delivery of such letter authorizing reliance); PROVIDEDprovided further that in connection with any such filing, HOWEVER, that, in except the event that an Indexed Note has been approved for sale by filing of the Company's Annual Report on Form 10-K, the Company may deliver to the Agents and their counsel only the legal opinion of counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes specified in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more AgentsSection 5(e)(2) hereof.

Subsequent Delivery of Legal Opinions. Each Reasonably promptly following each time that (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by BofAS, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by an amendment filing of a preliminary pricing supplement or supplement providing solely for a change in the interest rates of the Notes Pricing Supplement or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that (A) changing the payment terms of Notes or similar changes, (B) which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly (C) which the applicable Selling Agents deem immaterial) or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms this Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for sale, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents a the written opinion opinions of XxXxxxxXxxxx LLP, counsel reasonably satisfactory to the Company and the Guarantor, and the General Counsel of the Guarantor (or such other attorney, reasonably acceptable to counsel to the Selling Agents, dated who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) dated, with respect to clause (i) above, the date of delivery of such opinion, or, with respect to clause (ii) or (iii) above, the later of (x) the date of filing with the SEC Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions referred to in Sections 5(a)(1) and (2Section 6(b)(i) 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 any such opinionopinions, counsel last furnishing such opinion opinions to the Selling Agents shall 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 Section 3(f)(ii) above)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such letter authorizing reliance); PROVIDEDopinion shall also relate to (A) the applicable Disclosure Package as of the applicable Initial Time of Sale, HOWEVER, that, (B) the applicable form of note representing the Notes described in the event that an Indexed Note has been approved for sale by applicable Pricing Supplement and (C) if applicable, the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Written Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Statutory Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates of rate or formula applicable to the Notes or similar changes or Notes, providing solely for the inclusion of additional financial information, andor, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively relating solely to an the issuance and/or offering of debt securities other than the Notes), (ii) there is filed with the SEC Commission any document incorporated by reference into the Registration Statement, General Disclosure Package or the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively solely to the issuance and/or offering of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public orNotes, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Qspecify), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Company by one or more Agents as principal) the Company sells Notes to one such Agent or more Agents pursuant to a Terms Agreement as principal or (iv) the Company shall approve sells Notes in a form of Indexed Note for salenot previously certified to the Agents by the Company, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a the written opinion of Mxxxxxxx & Fxxxxxxx LLP, counsel reasonably to the Company, or other counsel satisfactory to the Agents, dated the date of filing with the SEC Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinions opinion referred to in Sections Section 5(a)(1) hereof (and (2) hereofincluding the statement required by Section 5(a)(4)), but modified, as necessary, modified to relate to state that (x) the Registration Statement has become effective under the 1933 Act; any required filing of the preliminary prospectus or the Statutory Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); any required filing of any Issuer Free-Writing Prospectus pursuant to Rule 433(b) has been made in the manner and within the time period required by Rule 433(b); to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement, or notice objecting to its use, has been issued, no proceedings for that purpose have been instituted or threatened and the Registration Statement, the preliminary prospectus, the Statutory Prospectus and any such Issuer Free Writing Prospectus (other than (i) the financial statements and other financial and statistical information contained therein and (ii) the Statement of Eligibility on Form T-1 filed as amended an exhibit thereto, as to which such counsel need express no opinion), as of their respective effective or issue dates, as the case may be, complied as to form in all material respects with the applicable requirements of the 1933 Act and supplemented the 1933 Act Regulations and the 1939 Act and the 1939 Act Regulations of the Commission thereunder and (y) no facts have come to such counsel’s attention that have caused it to believe that (A) the Registration Statement, at the later of the time of delivery the filing of such opinion or, in lieu the Annual Report on Form 10-K or as of any such opinion, counsel last furnishing such opinion the “new effective date” with respect to the Agents shall 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 Notes pursuant to, and within the meaning of, Rule 430B(f)(2) under the 1933 Act, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) (1) the General Disclosure Package, as amended and supplemented to of the time of delivery of such letter authorizing reliance); PROVIDED, HOWEVER, that, Applicable Time specified in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a applicable Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.and

Subsequent Delivery of Legal Opinions. Each time that (i) the Company files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement providing solely for a change in (A) changing the interest rates payment terms of the Notes or similar changes or solely for the inclusion of additional financial information(B), and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly (C) which the applicable Selling Agents deem immaterial) or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms this Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for sale, the Company shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents a the written opinion opinions of McGuireWoods LLP, counsel reasonably satisfactory to the Company, and 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 SEC Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions referred to in Sections 5(a)(1) and (2Section 4(b)(i) 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 any such opinionopinions, counsel last furnishing such opinion opinions to the Selling Agents shall 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 Section 3(h)(ii) above)). If such opinion is delivered pursuant to clause (iv) above at the request of a Selling Agent, such letter authorizing reliance); PROVIDEDopinion shall also relate to (A) the applicable Disclosure Package as of the applicable Initial Time of Sale, HOWEVER, that, (B) the applicable form of note representing the Notes described in the event that an Indexed Note has been approved for sale by applicable Pricing Supplement and (C) if applicable, the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Written Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each Subject to the provisions of Section 4(k) hereof, each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or a supplement providing solely for a change in the establishment of the interest rates rates, maturity or price of the Notes or similar changes terms or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, and other than by an amendment or supplement that which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes), (ii) or there is filed with the SEC Commission any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes K) or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement Agreement, if requested by the Agents or (iv) counsel to the Company shall approve a form of Indexed Note for saleAgents, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of Sidley Austin llp or other counsel selected by the Company and reasonably satisfactory to the Agents, Agents dated the date of filing with the SEC Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance reasonably satisfactory to the Agents, of substantially the same tenor as the opinions opinion referred to in Sections 5(a)(1) and (2Section 5(b)(1) 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 opinion opinion; or, in lieu of any such opinion, counsel last furnishing such opinion to the Agents shall 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); PROVIDEDprovided, HOWEVERhowever, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation it does not intend to be in the market for up to three months after the date of purchases filing of any such amendment or supplement, the Company may deliver to the Agents a notice to such effect, in which event the request of the Notes should Agents received by the Company with respect to such amendment or supplement shall be resumed or shall subsequently deemed withdrawn until such time as the Company notifies the Agents that it wishes to re-enter into a new Terms Agreement with one or more Agentsthe market.

Subsequent Delivery of Legal Opinions. Each time that Except as otherwise provided in Section III(o) hereof, each time: (i) the Company accepts a Terms Agreement requiring such updating provisions; (ii) the Company files with the SEC an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q that is incorporated by reference into the Prospectus; or (iii) if required by the Agents after the Registration Statement Statement, any Disclosure Package or the Prospectus shall be has been amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates rates, maturity dates or other terms of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for sale, the Company shall furnish or cause to be furnished forthwith to the Agents and counsel to the Agents the written opinions of McGuireWoods LLP, counsel to the Company, and the General Counsel of the Company (or such other attorney, reasonably acceptable to counsel to the Agents a written opinion of counsel reasonably satisfactory to the Agents, who exercises general supervision or review in connection with a particular securities law matter for the Company), dated the date specified in the applicable Terms Agreement or dated the date of filing with the SEC of such supplement or document, document or the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinions referred to in Sections 5(a)(1) and (2Section II(c)(1) hereof, but modified, as necessary, to relate to to, as applicable, the Registration Statement Statement, the applicable Disclosure Package (including, if applicable, any NY2-736121 Permitted Free Writing Prospectuses) and the Prospectus as amended and supplemented to the time of delivery of such opinion opinions; or, in lieu of any such opinionopinions, counsel last furnishing such opinion opinions to the Agents shall 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 an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each Reasonably promptly following each time that (i) the Company files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by BofAS, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement providing solely for a change in (A) changing the interest rates payment terms of the Notes or similar changes or solely for the inclusion of additional financial information(B), and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly (C) which the applicable Selling Agents deem immaterial) or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms this Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for sale, the Company shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents a the written opinion opinions of McGuireWoods LLP, counsel reasonably satisfactory to the Company, and the General Counsel of the Company (or such other attorney, reasonably acceptable to counsel to the Selling Agents, dated who exercises general supervision or review in connection with a particular securities law matter for the Company) dated, with respect to clause (i) above, the date of delivery of such opinion, or, with respect to clause (ii) or (iii) above, the later of (x) the date of filing with the SEC Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions referred to in Sections 5(a)(1) and (2Section 4(b)(i) 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 any such opinionopinions, counsel last furnishing such opinion opinions to the Selling Agents shall 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 Section 3(h)(ii) above)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such letter authorizing reliance); PROVIDEDopinion shall also relate to (A) the applicable Disclosure Package as of the applicable Initial Time of Sale, HOWEVER, that, (B) the applicable form of note representing the Notes described in the event that an Indexed Note has been approved for sale by applicable Pricing Supplement and (C) if applicable, the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Written Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each Reasonably promptly following each time that (i) the Company files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by BofAS, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by an amendment filing of a preliminary pricing supplement or supplement providing solely for a change in the interest rates of the Notes Pricing Supplement or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that (A) changing the payment terms of Notes or similar changes, (B) which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly (C) which the applicable Selling Agents deem immaterial) or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms this Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for sale, the Company shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents a the written opinion opinions of McGuireWoods LLP, counsel reasonably satisfactory to the Company, and the General Counsel of the Company (or such other attorney, reasonably acceptable to counsel to the Selling Agents, dated who exercises general supervision or review in connection with a particular securities law matter for the Company) dated, with respect to clause (i) above, the date of delivery of such opinion, or, with respect to clause (ii) or (iii) above, the later of (x) the date of filing with the SEC Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions referred to in Sections 5(a)(1) and (2Section 6(b)(i) 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 any such opinionopinions, counsel last furnishing such opinion opinions to the Selling Agents shall 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 Section 3(f)(ii) above)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such letter authorizing reliance); PROVIDEDopinion shall also relate to (A) the applicable Disclosure Package as of the applicable Initial Time of Sale, HOWEVER, that, (B) the applicable form of note representing the Notes described in the event that an Indexed Note has been approved for sale by applicable Pricing Supplement and (C) if applicable, the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Written Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented by a filing under the 1933 Act (other than by a Pricing Supplement or an amendment or supplement providing solely for a change in the interest rates of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents any Agent shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC Commission under the 1934 Act any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q, unless any Agent shall otherwise specify), (iii) (if required pursuant to the terms of a Terms Agreement) , the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) if specifically requested by the Agent or Agents to or through whom the Notes are issued and sold, the Company shall approve a 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 Indexed Note for salethe 1933 Act Regulations, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion opinions of the General Counsel and Special Counsel to the Company, or other counsel reasonably satisfactory to the Agents, dated the date of filing with the SEC Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinions referred to in Sections 5(a)(15(b)(1) and (25(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 opinion opinions; or, in lieu of any such opinionopinions, each respective counsel last furnishing such opinion to the Agents shall 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 an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each Reasonably promptly following each time that (i) the Company files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, the Registration Statement Statement, any Disclosure Package or the Base Prospectus shall be has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement providing solely for a change in (A) changing the interest rates payment terms of the Notes or similar changes or solely for the inclusion of additional financial information(B), and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly (C) which the applicable Selling Agents deem immaterial) or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to the terms Section 1(c) of a Terms this Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for sale, the Company shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents a the written opinion opinions of McGuireWoods LLP, counsel reasonably satisfactory to the Company, and the General Counsel of the Company (or such other attorney, reasonably acceptable to counsel to the Selling Agents, dated who exercises general supervision or review in connection with a particular securities law matter for the Company) dated, with respect to clause (i) above, the date of delivery of such opinion, or, with respect to clause (ii) or (iii) above, the later of (x) the date of filing with the SEC Commission of such supplement document or document(y) if applicable, the date of effectiveness of such amendmentdocument, or the date of such saleSettlement Date, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions referred to in Sections 5(a)(1) and (2Section 4(b)(i) 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 any such opinionopinions, counsel last furnishing such opinion opinions to the Selling Agents shall 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 Section 3(h)(ii) above)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such letter authorizing reliance); PROVIDEDopinion shall also relate to (A) the applicable Disclosure Package as of the applicable Initial Time of Sale, HOWEVER, that, (B) the applicable form of note representing the Notes described in the event that an Indexed Note has been approved for sale by applicable Pricing Supplement and (C) if applicable, the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Statutory Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates of rate or formula applicable to the Notes or similar changes or Notes, providing solely for the inclusion of additional financial information, andor, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively relating solely to an the issuance and/or offering of debt securities other than the Notes), (ii) there is filed with the SEC Commission any document incorporated by reference into the Registration Statement, General Disclosure Package or the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively solely to the issuance and/or offering of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public orNotes, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Qspecify), (iii) (if required pursuant to in connection with the terms purchase of a Terms AgreementNotes from the Company by one or more Agents as principal) the Company sells Notes to one such Agent or more Agents pursuant to a Terms Agreement as principal or (iv) the Company shall approve sells Notes in a form of Indexed Note for salenot previously certified to the Agents by the Company, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a the written opinion of Mxxxxxxx & Fxxxxxxx LLP, counsel reasonably to the Company, or other counsel satisfactory to the Agents, dated the date of filing with the SEC Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinions opinion referred to in Sections Section 5(a)(1) hereof (and including the statement required by Section 5(a)(4)), but modified to state that (x) the Registration Statement has become effective under the 1933 Act; any required filing of the Statutory Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); any required filing of any Issuer Free-Writing Prospectus pursuant to Rule 433(b) has been made in the manner and within the time period required by Rule 433(b); to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement, or notice objecting to its use, has been issued, no proceedings for that purpose have been instituted or threatened and the Registration Statement, the Statutory Prospectus and any such Issuer Free Writing Prospectus (other than (i) the financial statements and other financial and statistical information contained therein and (ii) the Statement of Eligibility on Form T-1 filed as an exhibit thereto, as to which such counsel need express no opinion), as of their respective effective or issue dates, as the case may be, complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the 1939 Act Regulations of the Commission thereunder and (y) no facts have come to such counsel’s attention that have caused it to believe that (A) the Registration Statement, at the later of the time of the filing of the Annual Report on Form 10-K or as of the “new effective date” with respect to the Agents and the Notes pursuant to, and within the meaning of, Rule 430B(f)(2) under the 1933 Act, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) (1) the General Disclosure Package, as of the Applicable Time specified in the applicable Terms Agreement and (2) hereof, but modifiedthe Prospectus, as necessaryof its date and as of the Closing Date, included or includes, as the case may be, any untrue statement of material fact or omitted or omits, as the case may be, to relate state a material fact necessary to make the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any such opinion, counsel last furnishing such opinion to the Agents shall 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, thattherein, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases light of the Notes in their capacity as agents pursuant to a request from the Companycircumstances under which they were made, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agentsmisleading.

Subsequent Delivery of Legal Opinions. Each time that time: (i) the Company accepts a Terms Agreement requiring such updating provisions; (ii) the Company files with the SEC an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q that is incorporated by reference into the Prospectus; or (iii) if required by the Agents after the Registration Statement Statement, any Disclosure Package or the Prospectus shall be has been amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates rates, maturity dates or other terms of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for sale, the Company shall furnish or cause to be furnished forthwith to the Agents and counsel to the Agents the written opinions of McGuireWoods LLP, counsel to the Company, and the General Counsel of the Company (or such other attorney, reasonably acceptable to counsel to the Agents a written opinion of counsel reasonably satisfactory to the Agents, who exercises general supervision or review in connection with a particular securities law matter for the Company), dated the date specified in the applicable Terms Agreement or dated the date of filing with the SEC of such supplement or document, document or the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinions referred to in Sections 5(a)(1) and (2Section II(c)(1) 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 opinion 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 any such opinionopinions, counsel last furnishing such opinion opinions to the Agents shall 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 provisions of delivery of such letter authorizing relianceSection III(f)(ii) above); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.