Common use of Subsequent Delivery of Legal Opinions Clause in Contracts

Subsequent Delivery of Legal Opinions. During each Marketing Period, each time (i) that the Registration Statement or any Prospectus shall be amended or supplemented (other than by (A) a Pricing Supplement, (B) an amendment or supplement which relates exclusively to an offering of securities other than the Notes or (C) except as set forth in (ii) and (iii) below, an amendment or supplement by the filing of an Incorporated Document), (ii) the Company files with the Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K which contains financial information required to be set forth in or incorporated by reference into the Prospectus pursuant to Item 11 of Form S-3 under the Securities Act, (iii) the Agents reasonably request following the filing by the Company with the Commission of an Incorporated Document (other than as specified in the preceding clause (ii)) or (iv) the Company sells Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery of a legal opinion under this Section 6(c) as a condition to the purchase of Notes pursuant to such Purchase Agreement, the Company 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 the Agents and their counsel with the written opinions of counsel to the Company specified in Sections 5(d) and 5(e), each addressed to the Agents and dated the date of delivery of such opinion, in form satisfactory to the Agents, to the same effect as the opinions referred to in Sections 5(d) and 5(e) hereof, but modified, as necessary, to relate to the Registration Statement and each Prospectus as amended or supplemented to the time of delivery of such opinion; provided, however, that in lieu of such opinion, counsel may furnish the Agents with letters to the effect that the Agents may rely on prior opinions to the same extent as though they were dated the date of such letters authorizing reliance (except that statements in such prior opinions shall be deemed to relate to the Registration Statement and each Prospectus as amended or supplemented to the time of delivery of such letters authorizing reliance).

Subsequent Delivery of Legal Opinions. During each Marketing Period, each Each time that (i) that the Registration Statement or any the Prospectus shall be amended or supplemented (other than by (A) a Pricing Supplement, (B) an amendment or supplement which 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 or (C) except as set forth in (ii) and (iii) below, an amendment or supplement by the filing of an Incorporated DocumentNotes), (ii) the Company files there is filed with the Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q SEC any document incorporated by reference into the Prospectus (other than any proxy statement or a Current Report on Form 8-K which contains relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information required that has been announced to be set forth in the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or incorporated by reference into the Prospectus pursuant to Item 11 of any Quarterly Report on Form S-3 under the Securities Act10-Q), (iii) (if required pursuant to the Agents reasonably request following the filing by terms of a Terms Agreement) the Company with the Commission of an Incorporated Document (other than as specified in the preceding clause (ii)) sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company sells Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery shall approve a form of a legal opinion under this Section 6(c) as a condition to the purchase of Notes pursuant to such Purchase AgreementIndexed Note for sale, the Company shall, promptly following such amendment shall furnish 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 cause 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 the Agents and their counsel with the written opinions of counsel to the Company specified in Sections 5(d) and 5(e), each addressed be furnished forthwith to the Agents and dated to counsel to the date Agents a written opinion of delivery of such opinion, in form 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 effect tenor as the opinions referred to in Sections 5(d5(a)(1) and 5(e(2) hereof, but modified, as necessary, to relate to the Registration Statement and each the Prospectus as amended or and supplemented to the time of delivery of such opinion; providedopinion or, however, that in lieu of any such opinion, counsel may last furnishing such opinion to the Agents shall furnish the Agents with letters a letter to the effect that the Agents may rely on prior opinions such last opinion to the same extent as though they were it was dated the date of such letters letter authorizing reliance (except that statements in such prior opinions last opinion shall be deemed to relate to the Registration Statement and each the Prospectus as amended or and supplemented to the time of delivery of such letters 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. During each Marketing Period, each time (i) that the Registration Statement or any Prospectus shall be amended or supplemented (other than by (A) a Pricing Supplement, (B) an amendment or supplement which relates exclusively to an offering of securities other than the Notes Notes, or (C) except as set forth in (ii) and (iii) below, an amendment or supplement by the filing of an Incorporated Document), (ii) the Company files with the Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K which contains financial information required to be set forth in or incorporated by reference into the Prospectus pursuant to Item 11 of Form S-3 under the Securities Act, (iii) the Agents reasonably request following the filing by the Company with the Commission of an Incorporated Document (other than as specified in the preceding clause (ii)) or (iv) the Company sells Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery of a legal opinion under this Section 6(c) as a condition to the purchase of Notes pursuant to such Purchase Agreement, the Company 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 the Agents and their counsel with the written opinions opinion of counsel to the Company specified in Sections 5(d) and 5(eSection 5(c), each addressed to the Agents and dated the date of delivery of such opinion, in form satisfactory to the Agents, to the same effect as the opinions opinion referred to in Sections 5(d) and 5(eSection 5(c) hereof, but modified, as necessary, to relate to the Registration Statement and each Prospectus as amended or supplemented to the time of delivery of such opinion; provided, however, that in lieu of such opinion, counsel may furnish the Agents with letters a letter to the effect that the Agents may rely on a prior opinions opinion to the same extent as though they such prior opinion were dated the date of such letters letter authorizing reliance (except that statements in such prior opinions opinion shall be deemed to relate to the Registration Statement and each Prospectus as amended or supplemented to the time of delivery of such letters letter authorizing reliance).

Subsequent Delivery of Legal Opinions. During each Marketing PeriodExcept as otherwise provided in Section III(o) hereof, each time 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 any the Prospectus shall be has been amended or supplemented (other than by (A) a Pricing Supplementan amendment or supplement providing solely for interest rates, (B) maturity dates or other terms of the Notes or similar changes or an amendment or supplement which relates exclusively to an offering of securities other than the Notes or (C) except as set forth in (ii) and (iii) below, an amendment or supplement by the filing of an Incorporated DocumentNotes), (ii) the Company files with the Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K which contains financial information required to be set forth in or incorporated by reference into the Prospectus pursuant to Item 11 of Form S-3 under the Securities Act, (iii) the Agents reasonably request following the filing by the Company with the Commission of an Incorporated Document (other than as specified in the preceding clause (ii)) or (iv) the Company sells Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery of a legal opinion under this Section 6(c) as a condition to the purchase of Notes pursuant to such Purchase Agreement, the Company shall, promptly following such amendment shall furnish 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 cause 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 be furnished forthwith to the Agents and their counsel with 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, who exercises general supervision or review in connection with a particular securities law matter for the Company), dated the date specified in Sections 5(d) and 5(e), each addressed to the Agents and applicable Terms Agreement or dated the date of delivery filing with the SEC of such opinionsupplement or document or the date of effectiveness of such amendment, as the case may be, in form and substance satisfactory to the Agents, to of the same effect tenor as the opinions referred to in Sections 5(d) and 5(eSection 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 each the Prospectus as amended or and supplemented to the time of delivery of such opinionopinions; providedor, however, that in lieu of such opinionopinions, counsel may last furnishing such opinions to the Agents shall furnish the Agents with letters a letter substantially to the effect that the Agents may rely on prior such last opinions to the same extent as though they were it was dated the date of such letters letter authorizing reliance (except that statements in such prior opinions 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 each the Prospectus as amended or supplemented to the time of delivery of such letters authorizing relianceand supplemented).

Subsequent Delivery of Legal Opinions. During each Marketing Period, each Each time that (i) that the Registration Statement or any Prospectus Offering Circular shall be amended or supplemented with respect to the Bank Notes (other than by (A) a Pricing Supplement, (B) an amendment or supplement which relates exclusively to an offering (x) providing solely for a change in interest rates or other variable terms of securities other than the Bank Notes or similar changes, or (Cy) except setting forth financial statements or other information as set forth of and for a fiscal period (unless, in (ii) and (iii) belowthe reasonable judgment of the Distribution Agents, an amendment or supplement by the filing opinion of counsel should be furnished in light of such an Incorporated Documentamendment)), (ii) the Company SunTrust Banks files with the Commission an Annual Report on its Form 10-KK with the Commission, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K which contains financial information required to be set forth in or incorporated by reference into the Prospectus pursuant to Item 11 of Form S-3 under the Securities Actwithin 30 days thereafter, (iii) the Agents reasonably request following the filing by the Company (if required in connection with the Commission purchase of an Incorporated Document (other than Bank Notes by a Distribution Agent as specified in principal) the preceding clause (ii)) Bank sells Bank Notes to such agent as principal or (iv) the Company Bank issues and sells Bank Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery of in a legal opinion under this Section 6(c) as a condition form not previously certified to the purchase of Notes pursuant to such Purchase AgreementDistribution Agents by the Bank, the Company shall, promptly following such amendment Bank shall furnish or supplement, filing of such Annual Report, Quarterly Report or Current Report that is incorporated by reference into cause to be furnished forthwith to the Prospectus or request by the Distribution 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 the Agents Domestic Paying Agent and Domestic Registrar and their respective counsel, a letter from each counsel with the written opinions of last furnishing an opinion referred to in Section 6(a)(i) hereof (or such other counsel as may be acceptable to the Company specified in Sections 5(dDistribution Agents) and 5(e), each addressed to the effect that the Distribution Agents and may rely on such last opinion to the same extent as though it were dated the date of delivery of such opinion, letter authorizing reliance (except that statements in form satisfactory to the Agents, to the same effect as the opinions referred to in Sections 5(d) and 5(e) hereof, but modified, as necessary, such last opinion shall be deemed to relate to the Registration Statement and each Prospectus Offering Circular as amended or and supplemented to the time of delivery of such opinion; provided, however, that letter authorizing reliance) or in lieu of such opinionletter, each such counsel (or such other counsel as may furnish the Agents with letters be acceptable to the effect that the Agents Distribution Agents) may rely on prior opinions to deliver a letter in the same extent form as though they were dated the date of such letters authorizing reliance (except that statements its letter referred to in such prior opinions shall be deemed Section 6(a)(i) but modified, as necessary to relate to the Registration Statement and each Prospectus Offering Circular as amended or and supplemented to the time of delivery of such letters authorizing relianceletter. With respect to this Section 8(c), the opinion referred to in Section 6(a)(ii) will also be furnished in the same manner contemplated above but only pursuant to Section 8(c)(iii) above. 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, the 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 light of circumstances under which they were made, not misleading. (B) No facts have come to such counsel’s attention that cause such counsel to believe that as of the date of the Pricing Supplement or Final Terms, as 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 which such counsel 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 statements therein, in the light of circumstances under which they were made, not misleading.

Subsequent Delivery of Legal Opinions. During each Marketing PeriodThe Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each time that (i1) that the Registration Statement or any the Prospectus shall be amended or supplemented (other than by (A) an amendment or supplement providing solely for the establishment of the terms of Notes or a Pricing Supplementchange in the interest rates, (B) maturity or price of the Notes or similar changes or solely for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes or (C) except as set forth in (ii) and (iii) below, an amendment or supplement by the filing of an Incorporated DocumentNotes), (ii2) the Company files there is filed with the Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K which contains financial information required to be set forth in or incorporated by reference into the Prospectus pursuant to Item 11 of Form S-3 under the Securities ActK, (iii) unless the Agents shall reasonably request following the filing by the Company with the Commission of an Incorporated Document (other than as specified in the preceding clause (ii)based on disclosure included or omitted from such Report) or (iv3) if required pursuant to the Company sells terms of a Terms Agreement, upon the Company’s sale of 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 one or more Agents pursuant to such Purchase Terms Agreement, the Company shall, promptly following such amendment shall furnish 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 cause 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 the Agents and their counsel with the written opinions of counsel to the Company specified in Sections 5(d) and 5(e), each addressed be furnished forthwith to the Agents and dated to counsel to the date Agents a written opinion of delivery each of such opinionthe counsel designated in Section 5(a)(1) and (2), in form or other counsel satisfactory to the Agents, dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, or the 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 reasonably satisfactory to the Agents, of substantially the same effect tenor as the opinions referred to in Sections 5(d5(a)(1) and 5(e(2) hereof, but modified, as necessary, to relate to the Registration Statement and each the Prospectus as amended or and supplemented to the time of delivery of such opinionopinions; providedor, however, that in lieu of such opinionopinions, counsel may last furnishing such opinion to the Agents shall furnish the Agents with letters a letter substantially to the effect that the Agents may rely on prior opinions such last opinion to the same extent as though they were it was dated the date of such letters letter authorizing reliance (except that statements in such prior opinions last opinion shall be deemed to relate to the Registration Statement and each the Prospectus as amended or and supplemented to the time of delivery of such letters letter authorizing reliance).

Subsequent Delivery of Legal Opinions. During each Marketing PeriodSubject to the provisions of Section 4(k) hereof, each time (i) that the Registration Statement or any the Prospectus shall be amended or supplemented (other than by (A) a Pricing Supplementsupplement providing solely for the establishment of the interest rates, (B) maturity or price of the Notes or similar terms or solely for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes Notes) or (C) except as set forth in (ii) and (iii) below, an amendment or supplement by the filing of an Incorporated Document), (ii) the Company files there is filed with the Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K which contains financial information required to be set forth in or incorporated by reference into the Prospectus pursuant to Item 11 of Form S-3 under the Securities Act, (iii) the Agents reasonably request following the filing by the Company with the Commission of an Incorporated Document (other than as specified in the preceding clause (ii)K) or (ivif required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent as principal and one or more Agents pursuant to a Terms Agreement, if requested by the applicable Purchase Agreement specifies the delivery of a legal opinion under this Section 6(c) as a condition Agents or counsel to the purchase of Notes pursuant to such Purchase AgreementAgents, the Company shall, promptly following such amendment shall furnish 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 cause 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 the Agents and their counsel with the written opinions of counsel to the Company specified in Sections 5(d) and 5(e), each addressed 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 dated the date of delivery filing with the Commission of such opinionsupplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form reasonably satisfactory to the Agents, to of substantially the same effect tenor as the opinions opinion referred to in Sections 5(d) and 5(eSection 5(b)(1) hereof, but modified, as necessary, to relate to the Registration Statement and each the Prospectus as amended or and supplemented to the time of delivery of such opinion; providedor, however, that in lieu of such opinion, counsel may last furnishing such opinion to the Agents shall furnish the Agents with letters a letter substantially to the effect that the Agents may rely on prior opinions such last opinion to the same extent as though they were it was dated the date of such letters letter authorizing reliance (except that statements in such prior opinions last opinion shall be deemed to relate to the Registration Statement and each the Prospectus as amended or and supplemented to the time of delivery of such letters letter authorizing reliance); provided, however, that if the Company shall determine that it does not intend to be in the market for up to three months after the date of filing of any such amendment or supplement, the Company may deliver to the Agents a notice to such effect, in which event the request of the Agents received by the Company with respect to such amendment or supplement shall be deemed withdrawn until such time as the Company notifies the Agents that it wishes to re-enter the market.

Subsequent Delivery of Legal Opinions. During each Marketing Period, each Each time that (i) that the Registration Statement or any the Prospectus shall be is amended or supplemented (other than by (A) excluding a Pricing Supplement), (B) an amendment or supplement which relates exclusively to an offering of securities other than the Notes or (C) except as set forth in (ii) and (iii) below, an amendment or supplement by including through the filing of an Incorporated Document), (ii) the Company files with the Commission an Annual Report annual report on Form 10-K, a Quarterly Report K or interim report on Form 10-Q or a Current Report on Form 8-K which contains financial information required to be set forth in or incorporated or, if such delivery is requested by reference into the Prospectus pursuant to Item 11 of Form S-3 an Agent, any other document under the Securities Exchange Act, (iii) the Agents reasonably request following the filing by the Company with the Commission of an Incorporated Document (other than as specified in the preceding clause (ii)) or (iv) the Company sells Notes to an Agent as principal and in connection therewith such delivery has been agreed to by the applicable Purchase Agreement specifies Company and such Agent, or (iii) the delivery of Company issues and sells Notes in a legal opinion under this Section 6(c) as a condition form not previously certified to the purchase of Notes pursuant to such Purchase AgreementAgents by the Company, the Company shallshall furnish or cause to be furnished promptly to the Agents or the applicable Agent, promptly following such amendment or supplementas the case may be, filing the written opinion of such Annual Report, Quarterly Report or Current Report that is incorporated by reference into corporation counsel of the Prospectus or request by Company reasonably acceptable to the Agents, or concurrently with other counsel reasonably acceptable to the Time Agents. In the case of Delivery relating a purchase of Notes by an Agent as principal pursuant to such salea Terms Agreement, or if such amendmentcalled for by the applicable Terms Agreement, supplement or filing was not filed during a Marketing Period, on the first day of the next succeeding Marketing Period, furnish the Agents and their counsel with the written opinions Agent may request an opinion of counsel to the Company specified in Sections 5(d) and 5(e)Agents. In each case, each addressed to the Agents and foregoing opinions shall be dated the date of delivery of such opinionopinions, in form and scope satisfactory to the AgentsAgents or the applicable Agent, to as the case may be, of the same effect tenor as the opinions referred to in Sections 5(d5(a) and 5(e(b), 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, each Prospectus as amended or and supplemented to at the time of delivery of such opinion; providedopinions, howeverand 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, that in lieu of any such opinion, counsel may furnish last furnishing such opinion to the Agents with letters shall furnish to the Agents 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 prior opinions such last opinion to the same extent as though they were it was dated the date of such letters letter authorizing reliance (except that statements in such prior opinions last opinion shall be deemed to relate to the Registration Statement and each the Prospectus as amended or and supplemented to at the time of delivery of such letters letter authorizing reliance, and to the Disclosure Package at the Applicable Time relating thereto in respect of any Notes issued and sold pursuant to the foregoing clauses (ii) or (iii)).

Subsequent Delivery of Legal Opinions. During each Marketing Period, each Each time (i) that the Registration Statement or any the Prospectus shall be amended or supplemented (other than by (A) an amendment or supplement providing solely for a Pricing Supplementchange in the interest rates of the Notes or similar changes or solely for the inclusion of additional financial information, (B) and, unless the Agents shall otherwise specify, other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes or (Can offering of preferred stock of the Guarantor or its subsidiaries) except as set forth in (ii) and (iii) below, an amendment or supplement by the filing of an Incorporated Document), (ii) the Company files there is filed with the Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a SEC any document incorporated by reference into the Prospectus (other than (i) any Current Report on Form 8-K which contains financial information required to be set forth in or incorporated by reference into the Prospectus (ii) a document filed pursuant to Item 11 Section 14 of Form S-3 under the Securities 1934 Act, (iii) in each case, unless the Agents shall otherwise reasonably request following the filing by the Company with the Commission of an Incorporated Document (other than as specified in the preceding clause (iirequest)) , or (ivif required pursuant to the terms of a Terms Agreement) 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 a Terms Agreement, the Company shallshall furnish or cause to be furnished forthwith to the Agents (or, promptly following in the case of a sale of Notes to an Agent pursuant to a Terms Agreement, to such amendment or supplementAgent), filing of such Annual Report, Quarterly Report or Current Report that is incorporated by reference into the Prospectus or request by with a copy to counsel to the Agents, a written opinion 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 the Agents and their counsel with the written opinions of counsel Puerto Rico Counsel to the Company specified in Sections 5(d) and 5(e), each addressed the Guarantor satisfactory to the Agents and or such Agent, as the case may be, dated the date of delivery filing with the SEC of such opinionsupplement 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, to as the case may be, of the same effect tenor as the opinions opinion referred to in Sections 5(d) and 5(eSection 5(a)(2) hereof, but modified, as necessary, to relate to the Registration Statement and each the Prospectus as amended or and supplemented to the time of delivery of such opinion; providedor, however, that in lieu of 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 letters a letter to the effect that the Agents or such Agent, as the case may be, may rely on prior opinions such last opinion to the same extent as though they were it was dated the date of such letters letter authorizing reliance (except that statements in such prior opinions last opinion shall be deemed to relate to the Registration Statement and each the Prospectus as amended or and supplemented to the time of delivery of such letters letter authorizing reliance).

Subsequent Delivery of Legal Opinions. During each Marketing Period, each Each time that (i) that the Registration Statement or any the Statutory Prospectus shall be amended or supplemented (other than by (A) a Pricing Supplement, (B) an amendment or supplement which relates exclusively providing solely for a change in the interest rate or formula applicable to an the Securities, providing solely for the inclusion of additional financial information, or, unless the Agents shall otherwise specify, relating solely to the issuance and/or offering of securities other than the Notes or (C) except as set forth in (ii) and (iii) below, an amendment or supplement by the filing of an Incorporated DocumentSecurities), (ii) the Company files there is filed with the Commission an Annual Report on Form 10-Kany document incorporated by reference into the Registration Statement, a Quarterly Report on Form 10-Q General Disclosure Package or a the Prospectus (other than any Current Report on Form 8-K which contains financial information required relating solely to be set forth in or incorporated by reference into the Prospectus pursuant to Item 11 issuance and/or offering of Form S-3 under securities other than the Securities ActSecurities, unless the Agents shall otherwise specify), (iii) (if required in connection with the Agents reasonably request following the filing by purchase of Securities from the Company with by one or more Agents as principal) the Commission of an Incorporated Document (other than Company sells Securities to such Agent or Agents as specified in the preceding clause (ii)) principal or (iv) the Company sells Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery of Securities in a legal opinion under this Section 6(c) as a condition form not previously certified to the purchase of Notes pursuant to such Purchase AgreementAgents by the Company, the Company shall, promptly following such amendment and the Operating Partnership shall furnish 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 cause 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 the Agents and their counsel with the written opinions of counsel to the Company specified in Sections 5(d) and 5(e), each addressed be furnished forthwith to the Agents and dated to counsel to the date Agents the written opinion of delivery of such opinionXxxxxxxx & Xxxxxxxx LLP, in form counsel to the Company, or other counsel satisfactory to the Agents, to the same effect as the opinions referred to in Sections 5(d) and 5(e) hereof, but modified, as necessary, to relate to the Registration Statement and each Prospectus as amended or supplemented to the time of delivery of such opinion; provided, however, that in lieu of such opinion, counsel may furnish the Agents with letters to the effect that the Agents may rely on prior opinions to the same extent as though they were dated the date of filing with the Commission of such letters authorizing reliance 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 opinion referred to in Section 5(a)(i) hereof (except and including the statement required by Section 5(a)(iv)), but modified to state that statements in such prior opinions shall be deemed to relate to (x) the Registration Statement has become effective under the 1933 Act; any required filing of the preliminary prospectus or the Statutory Prospectus, and each 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 supplemented 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 delivery the filing of such letters authorizing reliance)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) the Prospectus, as of 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 state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Subsequent Delivery of Legal Opinions. During each Marketing Period, each Each time that (i) that the ------------------------------------- Registration Statement or any the Prospectus shall be amended or supplemented (other than by (A) an amendment or supplement providing solely for the establishment of or a Pricing Supplementchange in the interest rates, (B) maturity or price of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise specify, other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes or (C) except as set forth in (ii) and (iii) below, an amendment or supplement by the filing of an Incorporated DocumentNotes), (ii) the Company files there is filed with the Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K which contains financial information required relating exclusively to be set forth in or incorporated by reference into the Prospectus pursuant to Item 11 issuance of Form S-3 debt securities other than the Notes under the Securities ActRegistration Statement or any Quarterly Report on Form 10-Q, unless the Agents shall otherwise specify), (iii) the Agents reasonably request following the filing by the Company (if required in connection with the Commission purchase of Notes by an Incorporated Document (other than Agent as specified in the preceding clause (ii)) or (ivprincipal) the Company sells Notes to an Agent as principal or (iv) if the Company issues and the applicable Purchase Agreement specifies the delivery of sells Notes in a legal opinion under this Section 6(c) as a condition form not previously certified to the purchase of Notes pursuant to such Purchase AgreementAgents by the Company, the Company shall, promptly following such amendment shall furnish 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 cause 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 be furnished forthwith to the Agents and their to counsel with to the Agents the written opinions of Xxxxxx & Xxxxxxx, counsel to for the Company specified in Sections 5(d) Company, and 5(e)Xxxxxx X. Xxxxxxx, each addressed General Counsel of the Company, or other counsel satisfactory to the Agents and dated the date of delivery filing with the Commission of such opinionsupplement 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, to of the same effect tenor as the opinions referred to in Sections 5(d5(a)(1) and 5(e5(a)(2) hereof, but modified, as necessary, to relate to the Registration Statement and each the Prospectus as amended or and supplemented to the time of delivery of such opinion; providedor, however, that in lieu of such opinion, counsel may last furnishing such opinion to the Agents shall furnish the Agents with letters a letter to the effect that the Agents may rely on prior opinions such last opinion to the same extent as though they were it was dated the date of such letters letter authorizing reliance (except that statements in such prior opinions last opinion shall be deemed to relate to the Registration Statement and each the Prospectus as amended or and supplemented to the time of delivery of such letters letter authorizing reliance).

Subsequent Delivery of Legal Opinions. During each Marketing Period, each Each time that (i) that during an ongoing offering of Notes in which the Agents are soliciting offers to purchase Notes on an agency basis, the Registration Statement or any the Prospectus shall be is amended or supplemented (other than by (A) excluding a Pricing Supplement), (B) an amendment or supplement which relates exclusively to an offering of securities other than the Notes or (C) except as set forth in (ii) and (iii) below, an amendment or supplement by including through the filing of an Incorporated Document), (ii) the Company files with the Commission an Annual Report annual report on Form 10-K, a Quarterly Report K or interim report on Form 10-Q or a Current Report on Form 8-K which contains financial information required to be set forth in or incorporated or, if such delivery is requested by reference into the Prospectus pursuant to Item 11 of Form S-3 an Agent, any other document under the Securities Exchange Act, (iii) the Agents reasonably request following the filing by the Company with the Commission of an Incorporated Document (other than as specified in the preceding clause ; (ii)) or (iv) the Company sells Notes to an Agent as principal or (iii) the Company issues and the applicable Purchase Agreement specifies the delivery of sells Notes in a legal opinion under this Section 6(c) as a condition form not previously certified to the purchase of Notes pursuant to such Purchase AgreementAgents by the Company, the Company shallshall furnish or cause to be furnished promptly to the Agents or the applicable Agent, promptly following such amendment or supplementas the case may be, filing the written opinion of such Annual Report, Quarterly Report or Current Report that is incorporated by reference into corporation counsel of the Prospectus or request by Company reasonably acceptable to the Agents, or concurrently with other counsel reasonably acceptable to the Time Agents. In the case of Delivery relating a purchase of Notes by an Agent as principal pursuant to such salea Terms Agreement, or if such amendmentcalled for by the applicable Terms Agreement, supplement or filing was not filed during a Marketing Period, on the first day of the next succeeding Marketing Period, furnish the Agents and their counsel with the written opinions Agent may request an opinion of counsel to the Company specified in Sections 5(d) and 5(e)Agents. In each case, each addressed to the Agents and foregoing opinions shall be dated the date of delivery of such opinionopinions, in form and scope satisfactory to the AgentsAgents or the applicable Agent, to as the case may be, of the same effect scope as the opinions referred to in Sections 5(d5(a) and 5(e(b), 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, each Prospectus as amended or and supplemented to at the time of delivery of such opinion; providedopinions, howeverand 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, that in lieu of any such opinion, counsel may furnish last furnishing such opinion to the Agents with letters shall furnish to the Agents 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 prior opinions such last opinion to the same extent as though they were it was dated the date of such letters letter authorizing reliance (except that statements in such prior opinions last opinion shall be deemed to relate to the Registration Statement and each the Prospectus as amended or and supplemented to at the time of delivery of such letters letter authorizing reliance, and to the Disclosure Package at the Applicable Time relating thereto in respect of any Notes issued and sold pursuant to the foregoing clauses (ii) or (iii)).

Subsequent Delivery of Legal Opinions. During each Marketing PeriodSubject to the provisions of Section 4(k) hereof, each time (i) that the Registration Statement or any the Prospectus shall be amended or supplemented (other than by (A) a Pricing Supplementsupplement providing solely for the establishment of the interest rates, (B) maturity or price of the Notes or similar terms or solely for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes Notes) or (C) except as set forth in (ii) and (iii) below, an amendment or supplement by the filing of an Incorporated Document), (ii) the Company files there is filed with the Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K which contains financial information required to be set forth in or any document incorporated by reference into the Prospectus pursuant to Item 11 of Form S-3 under the Securities Act, (iii) the Agents reasonably request following the filing by the Company with the Commission of an Incorporated Document (other than as specified in the preceding clause (ii)any Current Report on Form 8‑K) or (ivif required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent as principal and one or more Agents pursuant to a Terms Agreement, if requested by the applicable Purchase Agreement specifies the delivery of a legal opinion under this Section 6(c) as a condition Agents or counsel to the purchase of Notes pursuant to such Purchase AgreementAgents, the Company shall, promptly following such amendment shall furnish 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 cause 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 the Agents and their counsel with the written opinions of counsel to the Company specified in Sections 5(d) and 5(e), each addressed 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 dated the date of delivery filing with the Commission of such opinionsupplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form reasonably satisfactory to the Agents, to of substantially the same effect tenor as the opinions opinion referred to in Sections 5(d) and 5(eSection 5(b)(1) hereof, but modified, as necessary, to relate to the Registration Statement and each the Prospectus as amended or and supplemented to the time of delivery of such opinion; providedor, however, that in lieu of such opinion, counsel may last furnishing such opinion to the Agents shall furnish the Agents with letters a letter substantially to the effect that the Agents may rely on prior opinions such last opinion to the same extent as though they were it was dated the date of such letters letter authorizing reliance (except that statements in such prior opinions last opinion shall be deemed to relate to the Registration Statement and each the Prospectus as amended or and supplemented to the time of delivery of such letters letter authorizing reliance); provided, however, that if the Company shall determine that it does not intend to be in the market for up to three months after the date of filing of any such amendment or supplement, the Company may deliver to the Agents a notice to such effect, in which event the request of the Agents received by the Company with respect to such amendment or supplement shall be deemed withdrawn until such time as the Company notifies the Agents that it wishes to re-enter the market.

Subsequent Delivery of Legal Opinions. During each Marketing Period, each Each time that (i) that the Registration Statement or any the Statutory Prospectus shall be amended or supplemented (other than by (A) a Pricing Supplement, (B) an amendment or supplement which relates exclusively providing solely for a change in the interest rate or formula applicable to an the Notes, providing solely for the inclusion of additional financial information, or, unless the Agents shall otherwise specify, relating solely to the issuance and/or offering of securities other than the Notes or (C) except as set forth in (ii) and (iii) below, an amendment or supplement by the filing of an Incorporated DocumentNotes), (ii) the Company files there is filed with the Commission an Annual Report on Form 10-Kany document incorporated by reference into the Registration Statement, a Quarterly Report on Form 10-Q General Disclosure Package or a the Prospectus (other than any Current Report on Form 8-K which contains financial information required relating solely to be set forth in or incorporated by reference into the Prospectus pursuant to Item 11 issuance and/or offering of Form S-3 under securities other than the Securities ActNotes, unless the Agents shall otherwise specify), (iii) (if required in connection with the Agents reasonably request following the filing by purchase of Notes from the Company with by one or more Agents as principal) the Commission of an Incorporated Document (other than Company sells Notes to such Agent or Agents as specified in the preceding clause (ii)) principal or (iv) the Company sells Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery of in a legal opinion under this Section 6(c) as a condition form not previously certified to the purchase of Notes pursuant to such Purchase AgreementAgents by the Company, the Company shall, promptly following such amendment shall furnish 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 cause 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 the Agents and their counsel with the written opinions of counsel to the Company specified in Sections 5(d) and 5(e), each addressed be furnished forthwith to the Agents and dated to counsel to the date Agents the written opinion of delivery of such opinionMxxxxxxx & Fxxxxxxx LLP, in form counsel to the Company, or other counsel satisfactory to the Agents, to the same effect as the opinions referred to in Sections 5(d) and 5(e) hereof, but modified, as necessary, to relate to the Registration Statement and each Prospectus as amended or supplemented to the time of delivery of such opinion; provided, however, that in lieu of such opinion, counsel may furnish the Agents with letters to the effect that the Agents may rely on prior opinions to the same extent as though they were dated the date of filing with the Commission of such letters authorizing reliance 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 opinion referred to in Section 5(a)(1) hereof (except and including the statement required by Section 5(a)(4)), but modified to state that statements in such prior opinions shall be deemed to relate to (x) the Registration Statement has become effective under the 1933 Act; any required filing of the preliminary prospectus or the Statutory Prospectus, and each 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 supplemented 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 delivery the filing of such letters authorizing reliance).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

Subsequent Delivery of Legal Opinions. During each Marketing Period, Reasonably promptly following each time (i) that 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 any 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 (A) a Pricing Supplementchanging the payment terms of the Notes or similar changes, (B) an amendment or supplement which relates exclusively to an offering of securities other than the Notes or (C) except as set forth in (iiwhich the applicable Selling Agents deem immaterial) and or (iii) belowif requested by a Selling Agent, an amendment or supplement by on the filing of an Incorporated Document)applicable Settlement Date, (ii) each time the Company files with the Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K which contains financial information required to be set forth in or incorporated by reference into the Prospectus Selling Agent purchases Notes as principal pursuant to Item 11 Section 1(c) of Form S-3 under the Securities Act, (iii) the Agents reasonably request following the filing by the Company with the Commission of an Incorporated Document (other than as specified in the preceding clause (ii)) or (iv) the Company sells Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery of a legal opinion under this Section 6(c) as a condition to the purchase of Notes pursuant to such Purchase Agreement, the Company shall, promptly following such amendment shall furnish or supplement, filing of such Annual Report, Quarterly Report or Current Report that is incorporated by reference into cause to be furnished forthwith to 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 the Selling Agents and their to counsel with to the Selling Agents the written opinions of McGuireWoods LLP, counsel to the Company, and the General Counsel of the Company specified in Sections 5(d) and 5(e)(or such other attorney, each addressed reasonably acceptable to counsel to the Agents and dated Selling Agents, 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 Commission of such document or (y) if applicable, the date of effectiveness of such document, or the Settlement Date, as the case may be, in form and substance satisfactory to the Selling Agents, to of the same effect tenor as the opinions referred to in Sections 5(d) and 5(eSection 4(b)(i) hereof, but modified, as necessary, to relate to the Registration Statement and each the Prospectus as amended or and supplemented to the time of delivery of such opinionopinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(h)(ii) above); providedor, however, that in lieu of such opinionopinions, counsel may last furnishing such opinions to the Selling Agents shall furnish the Selling Agents with letters a letter substantially to the effect that the Selling Agents may rely on prior opinions such last opinion to the same extent as though they were it was dated the date of such letters letter authorizing reliance (except that statements in such prior opinions last opinion shall be deemed to relate to the Registration Statement and each the Prospectus as amended or 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 letters authorizing reliance)opinion shall also relate to (A) the applicable Disclosure Package as of the applicable Initial Time of Sale, (B) the applicable form of note representing the Notes described in the applicable Pricing Supplement and (C) if applicable, the Written Terms Agreement.

Subsequent Delivery of Legal Opinions. During each Marketing Period, each Each time (i) that the Registration Statement or any the Prospectus shall be amended or supplemented (other than by (A) a Pricing SupplementSupplement or solely for the inclusion of additional financial information, (B) and other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes Notes) or (C) except as set forth in (ii) and (iii) below, an amendment or supplement by the filing of an Incorporated Document), (ii) the Company files there is filed with the Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a SEC any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K which contains financial information relating exclusively to the issuance of debt securities other than the Notes unless requested by an Agent), or (if required to be set forth in or incorporated by reference into the Prospectus pursuant to Item 11 the terms of Form S-3 under the Securities Act, (iii) the Agents reasonably request following the filing by the Company with the Commission of an Incorporated Document (other than as specified in the preceding clause (ii)) or (iva Terms Agreement) the Company sells Notes to an any 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 a Terms Agreement, the Company shall, promptly following such amendment shall furnish 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 cause 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 the Agents be furnished forthwith to each Agent and their counsel with the written opinions of to counsel to the Company specified in Sections 5(d) and 5(e)Agents a written opinion of the General Counsel of the Company, each addressed or other counsel satisfactory to the Agents and dated the date of delivery filing with the SEC of such opinionsupplement 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, to of the same effect tenor as the opinions opinion referred to in Sections 5(d) and 5(eSection 5(a)(1) hereof, but modified, as necessary, to relate to the Registration Statement and each the Prospectus as amended or and supplemented to the time of delivery of such opinion; providedor, however, that in lieu of such opinion, counsel may furnish last furnishing such opinion to the Agents shall furnish each Agent with letters a letter to the effect that the Agents may rely on prior opinions such last opinion to the same extent as though they were it was dated the date of such letters letter authorizing reliance (except that statements in such prior opinions last opinion shall be deemed to relate to the Registration Statement and each the Prospectus as amended or and supplemented to the time of delivery of such letters letter authorizing reliance). Each time that the Company files with the SEC an Annual Report on Form 10-K that is incorporated by reference into the Prospectus, counsel to the Agents shall furnish to each Agent a written opinion dated the date of such filing of the same tenor as the opinion referred to in Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion; or in lieu of such opinion, counsel last furnishing such opinion to the Agents shall furnish each Agent with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it were dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance).

Subsequent Delivery of Legal Opinions. During each Marketing Period, each Each time that (i) that the ------------------------------------- Registration Statement or any the Prospectus shall be amended or supplemented (other than including an amendment or supplement thereto that results from the incorporation by reference of annual (AForm 10-K or successor forms) a Pricing Supplementor 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 (Bx) an amendment or supplement which relates exclusively thereto that results from the incorporation by reference of other 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 the determination of the variable terms of the Notes or relating solely to an the offering of securities other than the Notes or (C) except as set forth in (ii) and (iii) below, an amendment or supplement by the filing of an Incorporated DocumentNotes), (ii) the Company files with the Commission an Annual Report on Form 10-Ksells Notes to or through one or more Agents, a Quarterly Report on Form 10-Q whether as principal or a Current Report on Form 8-K which contains financial information required to be set forth in as agent or incorporated by reference into the Prospectus pursuant to Item 11 of Form S-3 under the Securities Act, (iii) the Agents reasonably request following the filing by the Company with the Commission of an Incorporated Document (other than as specified in the preceding clause (ii)) or (iv) the Company sells Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery of in a legal opinion under this Section 6(c) as a condition form not previously certified to the purchase of Notes pursuant to such Purchase AgreementAgents by the Company, the Company shallshall furnish or cause to be furnished forthwith to the Agent(s) and to counsel to the Agents the written opinion of Xxxxx, promptly following Xxxxx & Xxxxx, counsel to the Company and CIT, or other counsel satisfactory to the Agent(s), dated the date of filing with the Commission or the date of effectiveness of 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 Agentsas applicable, or concurrently with the Time date of Delivery relating to such sale, or if such amendment, supplement or filing was not filed during a Marketing Period, on as the first day of the next succeeding Marketing Period, furnish the Agents and their counsel with the written opinions of counsel to the Company specified in Sections 5(d) and 5(e), each addressed to the Agents and dated the date of delivery of such opinioncase may be, in form and substance satisfactory to the AgentsAgent(s), to of the same effect tenor as the opinions opinion referred to in Sections 5(d) and 5(eSection 5(b)(1) hereof, but modified, as necessary, to relate to the Registration Statement and each the Prospectus as amended or and supplemented to the time of delivery of such opinion; providedopinion or, however, that in lieu of such opinion, counsel may last furnishing such opinion to the Agents shall furnish the Agents Agent(s) with letters a letter substantially to the effect that the Agents Agent(s) may rely on prior opinions such last opinion to the same extent as though they were it was dated the date of such letters letter authorizing reliance (except that statements in such prior opinions last opinion shall be deemed to relate to the Registration Statement and each the Prospectus as amended or and supplemented to the time of delivery of such letters letter authorizing reliance).

Subsequent Delivery of Legal Opinions. During each Marketing PeriodExcept as otherwise provided in Section 3(l) hereof, each time time: (i) that the Registration Statement Issuers accept a Terms Agreement requiring such updating provisions, or any Prospectus shall as otherwise may be amended or supplemented (other than by (A) a Pricing Supplement, (B) an amendment or supplement which relates exclusively to an offering of securities other than the Notes or (C) except as set forth in (ii) and (iii) below, an amendment or supplement requested by the filing of an Incorporated Document), Representative; (ii) the Company files with the Commission an Annual Report on Form 10-K, K or a Quarterly Report on Form 10-Q or a Current Report on Form 8-K which contains financial information required to be set forth in or incorporated by reference into the Prospectus pursuant to Item 11 of Form S-3 under the Securities Act, (iii) the Agents reasonably request following the filing by the Company with the Commission of an Incorporated Document (other than as specified in the preceding clause (ii)) or (iv) the Company sells Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery of a legal opinion under this Section 6(c) as a condition to the purchase of Notes pursuant to such Purchase Agreement, the Company 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 Prospectus; or (iii) if required by the AgentsRepresentative after the Registration Statement, any General Disclosure Package or concurrently with the Time of Delivery relating to such saleProspectus has been amended or supplemented (other than by an amendment or supplement providing solely for interest rates, maturity dates or if such amendment, supplement or filing was not filed during a Marketing Period, on the first day other terms of the next succeeding Marketing PeriodNotes or similar changes or an amendment or supplement which relates exclusively to an offering of securities other than the Notes), the Issuers shall furnish or cause to be furnished forthwith to the Agents Agent and their counsel with to the Representative the written opinions of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to the Company Issuers, dated the date specified in Sections 5(d) and 5(e)the applicable Terms Agreement, each addressed to or the Agents and date requested by the Representative, or dated the date of delivery filing with the Commission of such opinionsupplement or document or the date of effectiveness of such amendment, as the case may be, in form and substance satisfactory to the AgentsRepresentative, to of the same effect tenor as the opinions opinion referred to in Sections 5(d) and 5(eSection 5(c) hereof, but modified, as necessary, to relate to to, as applicable, the Registration Statement Statement, the applicable General Disclosure Package and each the Prospectus as amended or and supplemented to the time of delivery of such opinion; providedor, however, that in lieu of such opinion, counsel may last furnishing such opinion to the Agent shall furnish the Agents Agent with letters a letter substantially to the effect that the Agents Agent may rely on prior opinions such last opinion to the same extent as though they were it was dated the date of such letters letter authorizing reliance (except that statements in such prior opinions 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 each the Prospectus as amended or supplemented to the time of delivery of such letters authorizing relianceand supplemented).

Subsequent Delivery of Legal Opinions. During The Company agrees that, during each Marketing Period, each time (i) that the Registration Statement or any Prospectus shall be amended or supplemented (other than by (A) a Pricing Supplement, (B) an amendment or supplement which relates exclusively to an offering of securities other than the Notes or (C) except as set forth in (ii) and (iiiiv) below, an amendment or supplement to the Prospectus by the filing of an Incorporated DocumentDocument or (C) an amendment or supplement which relates solely to an offering of securities other than the Notes), (ii) the Company files there is filed with the Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K which contains financial information required to be set forth in or that is incorporated by reference into the Prospectus pursuant to Item 11 of Form S-3 under the Securities ActProspectus, (iii) the Agents reasonably request following the filing by the Company with the Commission of an Incorporated Document (other than as specified in the preceding clause (ii)) or (iv) the Company sells Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery of a legal opinion under this Section 6(c) as a condition to the purchase of Notes pursuant to such Purchase Agreement, Agreement or (iv) the Agents reasonably request following the filing of an Incorporated Document (other than as specified in (ii) above) the Company shall, promptly following such amendment or supplement, filing of such by an Annual Report, Quarterly Report or Current Report that is incorporated by reference into the Prospectus on Form 10-K 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 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 specified in Sections 5(d) and 5(eSidley Xxxxxx Xxxxx & Xxxx (or its affiliated partnership, Sidley Xxxxxx Xxxxx & Xxxx, LLP), special counsel to the Company (or other outside counsel of the Company acceptable to the Agents), each addressed to the Agents and dated the date of delivery of such opinion, in form satisfactory to the Agents, to of the same effect as the opinions referred to in Sections 5(d5(b), 5(c) and 5(e) hereof5(d), but modified, as necessary, to relate to the Registration Statement and each Prospectus as amended or supplemented to the time of delivery of such opinion; provided, however, that in rendering their opinion as 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 such opinion, each such counsel may furnish the Agents with letters a letter to the effect that the Agents may rely on such prior opinions opinion to the same extent as though they were it was dated the date of such letters letter authorizing reliance (except that statements in such prior opinions opinion shall be deemed to relate to the Registration Statement and each Prospectus as amended or supplemented to the time of delivery of such letters letter authorizing reliance) 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, the written opinion of an officer of the Company who is an attorney, addressed to the Agents and dated the date of delivery of such opinion, in form satisfactory to the 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 officer of the Company who is an attorney and/or outside Maryland counsel to the Company and Sidley Xxxxxx Xxxxx & Xxxx (or its affiliated partnership, Sidley Xxxxxx Xxxxx & Xxxx, LLP) special counsel to the Company, as described above.

Subsequent Delivery of Legal Opinions. During each Marketing Period, each time (i) that the Registration Statement or any Prospectus shall be amended or supplemented (other than by (A) a Pricing Supplement, (B) an amendment or supplement which relates exclusively to an offering of securities other than the Notes or (C) except as set forth in (ii) and (iii) below, an amendment or supplement by the filing of an Incorporated Document), (ii) the Company files with the Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K which contains financial information required to be set forth in or incorporated by reference into the Prospectus pursuant to Item 11 of Form S-3 under the Securities Act, (iii) the Agents reasonably request following the filing by the Company with the Commission of an Incorporated Document (other than as specified in the preceding clause (ii)) or (iv) the Company sells Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery of a legal opinion under this Section 6(c) as a condition to the purchase of Notes pursuant to such Purchase Agreement, the Company 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 the Agents and their counsel with the written opinions of counsel to the Company specified in Sections 5(d) and 5(e), each addressed to the Agents and dated the date of delivery of such opinion, in form satisfactory to the Agents, to the same effect as the opinions referred to in Sections 5(d) and 5(e) hereof, but modified, as necessary, to relate to the Registration Statement and each Prospectus as amended or supplemented to the time of delivery of such opinion; providedPROVIDED, howeverHOWEVER, that in lieu of such opinion, counsel may furnish the Agents with letters to the effect that the Agents may rely on prior opinions to the same extent as though they were dated the date of such letters authorizing reliance (except that statements in such prior opinions shall be deemed to relate to the Registration Statement and each Prospectus as amended or supplemented to the time of delivery of such letters authorizing reliance).

Subsequent Delivery of Legal Opinions. During each Marketing Period, each Each time that (i) that the Registration Statement or any the Prospectus shall be amended or supplemented (other than by (A) a Pricing SupplementSupplement or an amendment or supplement providing solely for a change in the interest rate or formula applicable to the Securities or similar changes or solely for the inclusion of additional financial information, (B) and other than by an amendment or supplement which relates exclusively to an offering the issuance of securities other than the Notes or (C) except as set forth in (ii) and (iii) below, an amendment or supplement by the filing of an Incorporated DocumentSecurities), (ii) the Company files there is filed with the Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K which contains financial information required to be set forth in or incorporated by reference into K, unless the Prospectus pursuant to Item 11 of Form S-3 under the Securities ActAgents shall otherwise specify), (iii) the Agents reasonably request following the filing by the Company (if required in connection with the Commission purchase of an Incorporated Document (other than Securities by one or more Agents as specified in principal) the preceding clause (ii)) Operating Partnership sells Securities to one or more Agents as principal, or (iv) the Company Operating Partnership issues and sells Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery of Securities in a legal opinion under this Section 6(c) as a condition form not previously certified to the purchase of Notes pursuant to such Purchase AgreementAgents by the Partnerships, the Company shall, promptly following such amendment Partnerships shall furnish or supplement, filing of such Annual Report, Quarterly Report or Current Report that is incorporated by reference into cause to be furnished forthwith to the Prospectus or request by the Agents, or concurrently with the Time of Delivery relating Agent(s) and 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 counsel to the Agents and their counsel with the written opinions of the various counsel to the Company specified in Sections 5(d) and 5(eTransaction Entities, or other counsel satisfactory to the Agent(s), each addressed to the Agents and dated the date of delivery filing with the Commission of such opinionsupplement 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), to of the same effect tenor as the opinions referred to (x) in Sections 5(dthe case of clauses (i), (ii) (with respect to the Annual Report on Form 10- K) and 5(e(iii) hereofabove, 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) and B-4, but modified, as necessary, to relate to the Registration Statement and each the Prospectus as amended or and supplemented to the time of delivery of such opinion; providedopinions or, however, that in lieu of such opinionopinions, counsel may last furnishing such opinions to the Agents shall furnish the Agents Agent(s) with letters a letter substantially to the effect that the Agents Agent(s) may rely on prior opinions such last opinion to the same extent as though they were it was dated the date of such letters letter authorizing reliance (except that statements in such prior opinions last opinion shall be deemed to relate to the Registration Statement and each the Prospectus as amended or and supplemented to the time of delivery of such letters letter authorizing reliance).

Subsequent Delivery of Legal Opinions. During each Marketing Period, each time (i) that the Registration Statement or any the Prospectus shall be amended or supplemented (other than by (Ax) a Pricing Supplement, (B) Supplement or an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities of the Notes offered, the amount of Notes remaining to be sold or similar changes or a change the Agents deem to be immaterial, (y) any amendment or supplement to the Registration Statement or Prospectus caused by the filing of a Current Report on Form 8-K containing only information concerning quarterly earnings which relates exclusively has been announced to the general public and/or exhibits relating to an offering of securities other than the Notes Notes, or (Cz) except as set forth in (ii) and (iii) below, an any amendment or supplement to the Registration Statement or Prospectus caused by the filing of an Incorporated Document), (ii) the Company files with the Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a any other Current Report on Form 8-K which contains financial information required to be set forth unless the Agents shall reasonably request based on disclosure included in or incorporated by reference into omitted from such Report), and each time the Prospectus pursuant to Item 11 of Form S-3 under the Securities Act, (iii) the Agents reasonably request following the filing by the Company with the Commission of an Incorporated Document (other than as specified in the preceding clause (ii)) or (iv) the Company Corporation 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, the Company Corporation 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 such amendment, supplement or 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 the 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 their of tax counsel with of the written opinions of counsel to the Company specified in Sections 5(d) and 5(e)Corporation, each addressed to the Agents and dated the date of delivery of such opinion, in form satisfactory to the Agents, opinion to the same effect as the opinions referred to in Sections 5(d5(c) and 5(e5(d) hereof, but modified, as necessary, to relate to the Registration Statement and each the Prospectus as amended or supplemented to the time of delivery of such opinion; provided, however, that in lieu of such opinion, either counsel may furnish the Agents (or, in the case of a purchase by fewer than all the Agents, such Agents) with letters a letter to the effect that the such Agents may rely on such prior opinions opinion to the same extent as though they were it was dated the date of such letters letter authorizing reliance (except that statements in such prior opinions opinion shall be deemed to relate to the Registration Statement and each the Prospectus as amended or supplemented to the time of delivery of such letters letter authorizing reliance).

Subsequent Delivery of Legal Opinions. During The Company agrees that during each Marketing PeriodPeriod (unless a suspension shall be in effect under Section 2(b)), each time (i) that the Registration Statement or any Prospectus shall be amended or supplemented (other than by (A) a Pricing Supplement, (B) 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 which relates relating 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 DocumentNotes), (ii) the Company files with the Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K which contains financial information required to be set forth in or incorporated by reference into the Prospectus pursuant to Item 11 of Form S-3 under the Securities Act, (iii) the Agents reasonably request following the filing by the Company with the Commission of an Incorporated Document (other than as specified in the preceding clause (ii)) or (iv) each time the Company sells Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery of a legal opinion under this Section 6(c) as a condition to the purchase of Notes pursuant to such Purchase AgreementAgreement or the Company files with the Commission any document incorporated by reference into any Prospectus (other than a Current Report on Form 8-K which contains no financial information and which, in the reaosnable judgment of the Company, contains no information that is materially important to the business, financial condition or results of operations of the Company and its subsidiaries taken as a whole), the Company shall, promptly following (i) concurrently with such amendment or amendment, supplement, filing of such Annual Report, Quarterly Report or Current Report that is incorporated by reference into the Prospectus or request by the Agents, or concurrently with the Time of Delivery relating to such sale, sale or filing or (ii) if such amendment, supplement or filing was not filed during a Marketing Period, on the first day of the next succeeding Marketing PeriodPeriod (unless a suspension shall be in effect under Section 2(b)), furnish the Agents and their counsel with the written opinions of counsel to the Company specified in Sections 5(dSection 5(e) and 5(e)hereof, each addressed to the Agents and dated the date of delivery of such opinion, in form satisfactory to the Agents, to the same effect as the opinions referred to in Sections 5(d) and Section 5(e) hereof, but modified, as necessary, to relate to the Registration Statement and each Prospectus as amended or supplemented to the time of delivery of such opinion; provided, however, that in lieu of any such opinion, each such counsel may furnish deliver to the Agents with letters and their counsel a letter to the effect that the Agents may rely on such prior opinions opinion to the same extent as though they if it were dated the date of such letters letter authorizing reliance (except that statements in such prior opinions opinion shall be deemed to relate to the Registration Statement and each Prospectus as amended or supplemented to the time of delivery of such letters letter authorizing reliance); provided further that in connection with any such filing, except the 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 specified in Section 5(e)(2) hereof.

Subsequent Delivery of Legal Opinions. During each Marketing Period, each Each time that (i) that the Registration Statement or any the Prospectus shall be amended or supplemented (other than by (A) a Pricing Supplementan Excluded Supplement or by an amendment or supplement providing solely for the inclusion of additional financial information, (B) or, unless the Agents shall otherwise specify, other than by an amendment or supplement which relates exclusively to an offering of securities 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 DocumentNotes), (ii) the Company files there is filed with the Commission an Annual any Report on Form 10-K, a Quarterly Report on Form 10-Q or a (iii) there is filed with the Commission any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K which contains financial information required to be set forth in or incorporated by reference into the Prospectus pursuant to Item 11 of a Report on Form S-3 under the Securities Act10-Q), (iiiiv) the Agents reasonably request following the filing by the Company 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 an Incorporated Document (other than as specified in the preceding clause (ii)) Company or (ivv) (if required pursuant to the terms of a Terms Agreement) 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 a Terms Agreement, the Company shall, promptly following such amendment shall furnish 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 cause 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 be furnished forthwith to the Agents and their to counsel with to the Agents the written opinions of the General Counsel of the Company and special counsel to the Company specified in Sections 5(d) and 5(e), each addressed or other counsel satisfactory to the Agents and Agent dated the date of delivery filing with the Commission of such opinionsupplement 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, to of the same effect tenor as the opinions referred to in Sections 5(dSection 5(a)(1)(B) and 5(e5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement and each the Prospectus as amended or and supplemented to the time of delivery of such opinion; providedopinions, however, that or (vi) in lieu of any such opinionopinion required under Subsection (7)(c)(v) above, counsel may last furnishing such opinion to the Agents, shall furnish the Agents with letters a letter to the effect that the Agents may rely on prior opinions such last opinion to the same extent as though they were it was dated the date of such letters letter authorizing reliance (except that statements in such prior opinions last opinion shall be deemed to relate to the Registration Statement and each the Prospectus as amended or and supplemented to the time of delivery of such letters letter authorizing reliance).. In the case of opinions to be furnished pursuant to (iii) or (iv) above, the Company may request that Agents waive the requirement for the opinions, which request shall not be unreasonably refused; and 11

Subsequent Delivery of Legal Opinions. During each Marketing Period, each Each time that (i1) that the Registration Statement Statement, the General Disclosure Package or any the Prospectus shall be amended or supplemented or there is filed with the SEC any document incorporated by reference into the Registration Statement, the General Disclosure Package and the Prospectus (other than (i) by (A) a Pricing Supplement, (B) an amendment or supplement which relates exclusively relating solely to an offering the interest rates, interest payment dates or maturity dates of securities other than the Notes or (C) except as set forth in similar information, (ii) solely for the inclusion of additional financial information (including any management’s discussion and analysis), (iii) below, by an amendment or supplement made by the filing of an Incorporated Document), (ii) the Company files with the Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a and any Current Report on Form 8-K (except in the circumstances hereinafter described) and (iv) by an amendment or supplement which contains financial information is not required to be set forth in or incorporated by reference into the Prospectus pursuant to Item 11 of Form S-3 under the Securities Act, (iii) the Agents reasonably request following the filing made available by the Company with to the Commission of an Incorporated Document (other than as specified in the preceding clause (ii)Purchasing Agent pursuant to Section 4(b) hereof) or (iv2) (if so agreed by the Company and the Purchasing Agent in connection with the purchase of Notes from the Company by the Purchasing Agent as principal) the Company sells Notes to an the Purchasing 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 Agreementprincipal, the Company shall, promptly following such amendment shall furnish or supplement, filing of such Annual Report, Quarterly Report or Current Report that is incorporated by reference into cause to be furnished forthwith to the Prospectus or request by Purchasing Agent and to counsel to 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 the Agents and their counsel with Purchasing Agent the written opinions of Shearman & Sterling LLP, counsel to the Company, and either the General Counsel for the Company specified in Sections 5(d) and 5(e)or Deere or an Associate General Counsel of Deere, each addressed or other counsel satisfactory to the Agents and Purchasing Agent, dated the date of delivery effectiveness of such opinionamendment, the date of filing with the SEC of such supplement or document, or the date of such sale, as the case may be, in form and substance satisfactory to the AgentsPurchasing Agent, to of the same effect tenor as the opinions referred to in Sections 5(dSection 5(a)(1) and 5(e) Section 5(a)(2), respectively, hereof, but modified, as necessary, to relate to the Registration Statement Statement, the General Disclosure Package and the Prospectus as amended and supplemented to the time of delivery of such opinions or, in lieu of such opinions, counsel last furnishing such opinions to the Purchasing Agent shall each furnish the Purchasing Agent with a letter to the effect that the Purchasing Agent may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement, the General Disclosure Package and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); provided, however, that in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling LLP, counsel for the Company, and Sidley Austin LLP, counsel for the Purchasing Agent, or other counsel satisfactory to the Company and the Purchasing Agent, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Purchasing Agent may reasonably request. If the Purchasing Agent reasonably determines that the information included in a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Purchasing Agent in conjunction therewith, the Purchasing Agent shall notify the Company promptly upon such determination. The Company will thereupon deliver to the Purchasing Agent an opinion of the General Counsel for the Company or Deere or an Associate General Counsel of Deere as to matters set forth in Section 5(a)(2) hereof and such portions of Section 5(a)(1) hereof as the Purchasing Agent may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(4) hereof, modified, as necessary, to relate to the Registration Statement, the General Disclosure Package and the Prospectus as amended or supplemented to the time of delivery of such opinion; provided, however, that in lieu of such opinion, counsel may furnish the Agents with letters to the effect that the Agents may rely on prior opinions to the same extent as though they were dated the date of such letters authorizing reliance (except that statements in such prior opinions shall be deemed to relate to the Registration Statement and each Prospectus as amended or supplemented to the time of delivery of such letters authorizing reliance).

Subsequent Delivery of Legal Opinions. During each Marketing PeriodExcept as otherwise provided in Section III(o) hereof, each time 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 any the Prospectus shall be has been amended or supplemented (other than by (A) a Pricing Supplementan amendment or supplement providing solely for interest rates, (B) maturity dates or other terms of the Notes or similar changes or an amendment or supplement which relates exclusively to an offering of securities other than the Notes or (C) except as set forth in (ii) and (iii) below, an amendment or supplement by the filing of an Incorporated DocumentNotes), (ii) the Company files with the Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K which contains financial information required to be set forth in or incorporated by reference into the Prospectus pursuant to Item 11 of Form S-3 under the Securities Act, (iii) the Agents reasonably request following the filing by the Company with the Commission of an Incorporated Document (other than as specified in the preceding clause (ii)) or (iv) the Company sells Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery of a legal opinion under this Section 6(c) as a condition to the purchase of Notes pursuant to such Purchase Agreement, the Company shall, promptly following such amendment shall furnish 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 cause 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 be furnished forthwith to the Agents and their counsel with 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, who exercises general supervision or review in connection with a particular securities law matter for the Company), dated the date specified in Sections 5(d) and 5(e), each addressed to the Agents and applicable Terms Agreement or dated the date of delivery filing with the SEC of such opinionsupplement or document or the date of effectiveness of such amendment, as the case may be, in form and substance satisfactory to the Agents, to of the same effect tenor as the opinions referred to in Sections 5(d) and 5(eSection 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 each the Prospectus as amended or and supplemented to the time of delivery of such opinionopinions; providedor, however, that in lieu of such opinionopinions, counsel may last furnishing such opinions to the Agents shall furnish the Agents with letters a letter substantially to the effect that the Agents may rely on prior such last opinions to the same extent as though they were it was dated the date of such letters letter authorizing reliance (except that statements in such prior opinions 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 each the Prospectus as amended or supplemented to the time of delivery of such letters authorizing relianceand supplemented).

Subsequent Delivery of Legal Opinions. During each Marketing Period, each Each time that (i) that the Registration Statement or any the Statutory Prospectus shall be amended or supplemented (other than by (A) a Pricing Supplement, (B) an amendment or supplement which relates exclusively providing solely for a change in the interest rate or formula applicable to an the Notes, providing solely for the inclusion of additional financial information, or, unless the Agents shall otherwise specify, relating solely to the issuance and/or offering of securities other than the Notes or (C) except as set forth in (ii) and (iii) below, an amendment or supplement by the filing of an Incorporated DocumentNotes), (ii) the Company files there is filed with the Commission an Annual Report on Form 10-Kany document incorporated by reference into the Registration Statement, a Quarterly Report on Form 10-Q General Disclosure Package or a the Prospectus (other than any Current Report on Form 8-K which contains financial information required relating solely to be set forth in or incorporated by reference into the Prospectus pursuant to Item 11 issuance and/or offering of Form S-3 under securities other than the Securities ActNotes, unless the Agents shall otherwise specify), (iii) (if required in connection with the Agents reasonably request following the filing by purchase of Notes from the Company with by one or more Agents as principal) the Commission of an Incorporated Document (other than Company sells Notes to such Agent or Agents as specified in the preceding clause (ii)) principal or (iv) the Company sells Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery of in a legal opinion under this Section 6(c) as a condition form not previously certified to the purchase of Notes pursuant to such Purchase AgreementAgents by the Company, the Company shall, promptly following such amendment shall furnish 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 cause 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 the Agents and their counsel with the written opinions of counsel to the Company specified in Sections 5(d) and 5(e), each addressed be furnished forthwith to the Agents and dated to counsel to the date Agents the written opinion of delivery of such opinionMxxxxxxx & Fxxxxxxx LLP, in form counsel to the Company, or other counsel satisfactory to the Agents, to the same effect as the opinions referred to in Sections 5(d) and 5(e) hereof, but modified, as necessary, to relate to the Registration Statement and each Prospectus as amended or supplemented to the time of delivery of such opinion; provided, however, that in lieu of such opinion, counsel may furnish the Agents with letters to the effect that the Agents may rely on prior opinions to the same extent as though they were dated the date of filing with the Commission of such letters authorizing reliance 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 opinion referred to in Section 5(a)(1) hereof (except and including the statement required by Section 5(a)(4)), but modified to state that statements in such prior opinions shall be deemed to relate to (x) the Registration Statement has become effective under the 1933 Act; any required filing of the Statutory Prospectus, and each 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 amended an exhibit thereto, as to which such counsel need express no opinion), as of their respective effective or supplemented 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 delivery the filing of such letters authorizing reliance)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) the Prospectus, as of 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 state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Subsequent Delivery of Legal Opinions. During Xxxxxxx Kodak agrees that during each Marketing Period, each time (i) that the Registration Statement or any the Prospectus shall be amended or supplemented (other than by (A) a Pricing Supplementpricing supplement, (B) an amendment or supplement which relates exclusively to an offering of securities other than the Notes or (C) except as set forth in (ii) and (iii) below, an amendment or supplement setting forth or incorporating by reference financial statements or other information as of and for a fiscal quarter, unless, in the filing reasonable judgment of an Incorporated Documentthe Agents, such financial statements or other information are of such a nature that a legal opinion should be furnished), (ii) the Company files with the Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K which contains financial information required to be set forth in or incorporated by reference into the Prospectus pursuant to Item 11 of Form S-3 under the Securities Act, (iii) the Agents reasonably request following the filing by the Company with the Commission of an Incorporated Document (other than as specified in the preceding clause (ii)) or (iv) the Company each time Xxxxxxx Kodak 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 Xxxxxxx Kodak files with the Company shall, promptly following such amendment or supplement, filing of such Annual Report, Quarterly Report or Current Report that is SEC any document incorporated by reference into the Prospectus Prospectus, Xxxxxxx Kodak shall, (i) if such amendment, supplement or request by the Agentsfiling was filed during a Marketing Period, or concurrently with the Time such amendment, supplement, time of Delivery 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, furnish the Agents and their counsel with the written opinions of counsel to the Company specified in Sections 5(d) and 5(e), each General Counsel of Xxxxxxx Kodak addressed to the Agents and dated the date of delivery of such opinion, in form satisfactory to the Agents, to the same effect as the opinions referred to in Sections Section 5(d) and 5(e) hereof, but modified, as necessary, to relate to the Registration Statement and each the Prospectus as amended or supplemented to the time of delivery of such opinion; provided, however, that in lieu of such opinion, each such counsel may furnish the Agents with letters a letter to the effect that the Agents may rely on such prior opinions opinion to the same extent as though they were it was dated the date of such letters letter authorizing reliance (except that statements in such prior opinions opinion shall be deemed to relate to the Registration Statement and each the Prospectus as amended or supplemented to the time of delivery of such letters letter authorizing reliance).