Common use of Subsequent Delivery of Legal Opinions Clause in Contracts

Subsequent Delivery of Legal Opinions. Each time (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, the Registration Statement, any Disclosure Package or the Base Prospectus has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing the payment terms of Notes or similar changes, (B) which relates exclusively to an offering of securities other than the Notes or (C) which the applicable Selling Agents deem immaterial) or (iii) if requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to Section 1(c) of this Agreement, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents the written opinions of McGuireWoods LLP, counsel to the Company and the Guarantor, and the General Counsel of the Guarantor (or such other attorney, reasonably acceptable to counsel to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) dated 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, of the same tenor as the opinions referred to in Section 6(b)(i) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above); or, in lieu of such opinions, counsel last furnishing such opinions to the Selling Agents shall furnish the Selling Agents with a letter substantially to the effect that the Selling Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in such letter pursuant to the provisions of Section 3(f)(ii) above)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.

Subsequent Delivery of Legal Opinions. Each time that (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, the ------------------------------------- Registration Statement, any Disclosure Package Statement or the Base Prospectus has been shall be amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing providing solely for the payment determination of the variable terms of the Notes or similar changes, (B) which relates exclusively relating solely to an the offering of securities other than the Notes), (ii) (if required in connection with the purchase of Notes or (Cfrom the Company by the Purchasing Agent as principal) which the applicable Selling Agents deem immaterial) Company sells Notes to the Purchasing Agent as principal or (iii) if requested the Company sells Notes in a form not previously certified to the Purchasing Agent by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to Section 1(c) of this AgreementCompany, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents Purchasing Agent and to counsel to the Selling Agents Purchasing Agent the written opinions opinion of McGuireWoods Xxxxxx Xxxxxx Xxxxx & Xxxx LLP, counsel to the Company and the GuarantorCompany, and the General Counsel of the Guarantor (or such other attorney, reasonably acceptable to counsel satisfactory to the Selling AgentsPurchasing Agent, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) dated the later of (x) the date of filing with the Commission of such document or (y) if applicable, the date of effectiveness of such documentamendment or supplement, as applicable, or the Settlement Datedate of such sale, as the case may be, in form and substance satisfactory to the Selling AgentsPurchasing Agent, of the same tenor as the opinions opinion referred to in Section 6(b)(i5(b) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above); or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Selling Agents Purchasing Agent shall furnish the Selling Agents Purchasing Agent with a letter substantially to the effect that the Selling Agents Purchasing Agent may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in the time of delivery of such letter pursuant to the provisions of Section 3(f)(ii) aboveauthorizing reliance)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.

Subsequent Delivery of Legal Opinions. Each time that (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, the Registration Statement, any Disclosure Package Statement or the Base Prospectus has been shall be amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing providing solely for a change in the payment terms interest rate or formula applicable to the Notes, providing solely for the inclusion of Notes or similar changesadditional financial information, (B) which relates exclusively or, unless the Agents shall otherwise specify, relating solely to an the issuance and/or offering of securities other than the Notes or Notes), (Cii) which there is filed with the applicable Selling SEC any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K relating solely to the issuance and/or offering of securities other than the Notes, unless the Agents deem immaterial) or shall otherwise specify), (iii) (if requested required in connection with the purchase of Notes from the Company by one or more Agents as principal) the Company sells Notes to such Agent or Agents as principal, (iv) the Company sells Notes in a Selling Agent, on form not previously certified to the applicable Settlement Date, each time Agents by the Selling Agent Company or (v) the Agents resume solicitation of purchases of the Notes in their capacity as principal pursuant to Section 1(c) Agents at the request of this Agreementthe Company following any suspension thereof, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents Agent(s) and to counsel to the Selling Agents the written opinions opinion of McGuireWoods LLPWoodxxx, Xxll & Primx, X.C., counsel to the Company and the Guarantor, and the General Counsel of the Guarantor (or such Zurax X. Xxxxxxxxxxx xx other attorney, reasonably acceptable to counsel satisfactory to the Selling AgentsAgent(s), who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) dated the later of (x) the date of filing with the Commission SEC of such document supplement or (y) if applicabledocument, the date of effectiveness of such documentamendment, or the Settlement Datedate of such sale, as the case may be, in form and substance satisfactory to the Selling AgentsAgent(s), of the same tenor as the opinions referred to in Section 6(b)(i5(a)(1) and (2) respectively hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above); or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Selling Agents shall furnish the Selling Agents Agent(s) with a letter substantially to the effect that the Selling Agents Agent(s) may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in the time of delivery of such letter pursuant to the provisions of Section 3(f)(ii) aboveauthorizing reliance)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.

Subsequent Delivery of Legal Opinions. Each Subject to the provisions of ------------------------------------- Section 4(k) hereof, each time (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, that the Registration Statement, any Disclosure Package Statement or the Base Prospectus has been shall be amended or supplemented (other than by filing a supplement providing solely for the establishment of a preliminary pricing supplement the interest rates, maturity or a Pricing Supplement price of the Notes or similar terms or solely for the inclusion of additional financial information, and other than by an amendment or supplement (A) changing the payment terms of Notes or similar changes, (B) which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes Notes) or there is filed with the Commission any document incorporated by reference into the Prospectus (C) which the applicable Selling Agents deem immaterialother than any Current Report on Form 8-K) or (iiiif required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement, if requested by a Selling Agent, on the applicable Settlement Date, each time Agents or counsel to the Selling Agent purchases Notes as principal pursuant to Section 1(c) of this AgreementAgents, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents the a written opinions opinion of McGuireWoods LLP, counsel to the Company and the Guarantor, and the General Counsel of the Guarantor (Company or such other attorney, counsel selected by the Company and reasonably acceptable to counsel satisfactory to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) Agents dated the later of (x) the date of filing with the Commission of such document supplement or (y) if applicabledocument, the date of effectiveness of such documentamendment, or the Settlement Datedate of such sale, as the case may be, in form and substance reasonably satisfactory to the Selling Agents, of substantially the same tenor as the opinions opinion referred to in Section 6(b)(i5(b)(1) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above)opinion; or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Selling Agents shall furnish the Selling Agents with a letter substantially to the effect that the Selling Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (includingto the time of delivery of such letter authorizing reliance); provided, however, that if applicable, any free writing prospectuses the Company shall determine that it does not intend to be reflected in the market for up to three months after the date of filing of any such letter pursuant amendment or supplement, the Company may deliver to the provisions of Section 3(f)(ii) above)). If Agents a notice to such opinion is delivered pursuant to clause (iii) above at effect, in which event the request of a Selling Agent, the Agents received by the Company with respect to such opinion amendment or supplement shall also relate be deemed withdrawn until such time as the Company notifies the Agents that it wishes to (A) re-enter 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 Terms Agreementmarket.

Subsequent Delivery of Legal Opinions. Each time (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, that the Registration Statement, any Disclosure Package Statement or the Base Prospectus has been shall be amended or supplemented (other than by filing of a preliminary pricing supplement or (i) a Pricing Supplement or by Supplement, (ii) an amendment or supplement (A) changing providing solely for a change in the payment terms interest rates of the Notes or a change in the principal amount of Notes remaining to be sold or similar changes, changes or (Biii) which an amendment or supplement that relates exclusively to an offering of securities other than the Notes) or there is filed with the SEC any document incorporated by reference in the Prospectus (other than (x) any Current Report on Form 8-K relating exclusively to the issuance of securities other than the Notes or (Cy) which unless reasonably requested by any Agent, any Current Report on Form 8-K filed by the Company under Items 5.02, 5.03, 5.04 or 5.05 thereof) or, if so indicated in the applicable Selling Agents deem immaterial) or (iii) if requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to Section 1(c) of this Terms Agreement, the Company and sells Notes to an Agent pursuant to a Terms Agreement, the Guarantor Company shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents the a written opinions opinion of McGuireWoods LLPXxxxx X. Xxxxx, counsel Esq., Senior Counsel to the Company and the GuarantorBank, and the General Counsel of the Guarantor (or such other attorney, reasonably acceptable to counsel satisfactory to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) dated the later of (x) the date of filing with the Commission delivery of such document or (y) if applicable, the date of effectiveness of such document, or the Settlement Date, as the case may beopinion, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions opinion referred to in Section 6(b)(i5(a)(1) hereof, and such other opinions provided for in Section 5(a) hereof as the Agents may request, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, opinion and to the General Disclosure Package if applicable, any free writing prospectuses to be reflected in such opinion connection with a sale of Notes pursuant to the provisions of Section 3(f)(ii) above); a Terms Agreement, or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Selling Agents shall furnish the Selling Agents with a letter substantially to the effect that the Selling Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion opinion, shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in the time of delivery of such letter authorizing reliance and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreement); provided, however, that if the provisions Agents shall have suspended solicitation of Section 3(f)(ii) above)). If such opinion is delivered purchases of the Notes in their capacity as agents pursuant to clause (iiia request from the Company pursuant to Section 4(l) above at hereof, and the request Agents shall not hold any Notes as principal, the Company shall not be obligated so to furnish the Agents with an opinion or opinions until such time as the Company shall determine that the solicitation of a Selling Agent, such opinion shall also relate to (A) the applicable Disclosure Package as purchases 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 should be resumed or shall subsequently enter into a new Terms AgreementAgreement with an Agent.

Subsequent Delivery of Legal Opinions. Each time (i) the Guarantor Corporation files with the Commission SEC any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, K; (ii) if required by the Selling Agents, the Corporation files with the SEC any Quarterly Report on Form 10-Q or (iii) if required by the Agents, the Registration Statement, any Disclosure Package Statement or the Base Prospectus has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing the payment providing solely for interest rates, maturity dates or other terms of the Notes or similar changes, (B) changes or an amendment or supplement which relates exclusively to an offering of securities other than the Notes or (C) which the applicable Selling Agents deem immaterial) or (iii) if requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to Section 1(c) of this AgreementNotes), the Company and the Guarantor Corporation shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents the written opinions of McGuireWoods LLPHelms Mulliss & Wicker, PLLC, counsel to the Company and the GuarantorCorporation, and Paul J. Xxxxxxx, Xxxxral Xxxxxel to the General Counsel of the Guarantor Corporation (or such other attorneyattxxxxx, reasonably xxxxxxxxly acceptable to counsel to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the GuarantorCorporation) dated the later of (x) the date of filing with the Commission SEC of such supplement or document or (y) if applicable, the date of effectiveness of such document, or the Settlement Dateamendment, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions referred to in Section 6(b)(i4(b)(1) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above)opinions; or, in lieu of such opinions, counsel last furnishing such opinions to the Selling Agents shall furnish the Selling Agents with a letter substantially to the effect that the Selling Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in the time of delivery of such letter pursuant to the provisions of Section 3(f)(ii) aboveauthorizing reliance)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.

Subsequent Delivery of Legal Opinions. Each time that (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, the ------------------------------------- Registration Statement, any Disclosure Package Statement or the Base Prospectus has been shall be amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or (A) by an amendment or supplement (A) changing providing solely for the payment determination of the variable terms of the Notes or similar changes, (B) which relates exclusively relating solely to an the offering of securities other than the Notes or (CB) which the applicable Selling Agents deem immaterialunless an Agent shall otherwise reasonably request, by filing of any Current Report on Form 8-K) or (iiiii) (if requested required by a Selling Agent, on the applicable Settlement Date, each time Terms Agreement relating to such Notes) the Selling Agent purchases Company sells Notes to one or more Agents as principal pursuant to Section 1(c) of this Agreementprincipal, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents Agent(s) and to counsel to the Selling Agents the written opinions of McGuireWoods Michael A. McGrail, Esq., Senior Counsel to the Guarantor (or such otxxx xxxxxxx xx xxx be acceptable to the Agent(s)) and Thelen Reid & Priest LLP, special counsel to the Company and the GuarantorGuarxxxxx, and the General Counsel of the Guarantor (or such other attorney, reasonably acceptable to counsel to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) xxxx dated the later of (x) the date of filing with the Commission of such document or (y) if applicable, the date of effectiveness of such documentamendment or supplement, as applicable, or the Settlement Datedate of such sale, as the case may be, in form and substance satisfactory to the Selling AgentsAgent(s), of the same tenor as the opinions referred to in Section 6(b)(i7(c) and (d) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above)opinions; or, in lieu of such opinions, counsel last furnishing such opinions to the Selling Agents shall furnish the Selling Agents Agent(s) with a letter substantially to the effect that the Selling Agents Agent(s) may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in the time of delivery of such letter pursuant to the provisions of Section 3(f)(ii) aboveauthorizing reliance)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.

Subsequent Delivery of Legal Opinions. Each time that (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, the Registration Statement, any Disclosure Package Statement or the Base Prospectus has been shall be amended or supplemented (other than by filing an amendment or supplement providing solely for a change in the interest rate or formula applicable to the Notes or similar changes or solely for the inclusion of a preliminary pricing supplement or a Pricing Supplement or additional financial information, and other than by an amendment or supplement (A) changing the payment terms of Notes or similar changes, (B) which relates exclusively to an offering the issuance of securities other than the Notes or Notes), (Cii) which there is filed with the applicable Selling Commission any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K, unless the Agents deem immaterial) or shall otherwise specify), (iii) (if requested required in connection with the purchase of Notes by a Selling Agent, on one or more Agents as principal) the applicable Settlement Date, each time the Selling Operating Partnership sells Notes to such Agent purchases Notes or Agents as principal pursuant or (iv) if the Operating Partnership issues and sells Notes in a form not previously certified to Section 1(c) of this Agreementthe Agents by the Operating Partnership, the Company and the Guarantor Operating Partnership shall furnish or cause to be furnished forthwith to the Selling Agents Agent(s) and to counsel to the Selling Agents the written opinions opinion of McGuireWoods LLPXxxx XxXxxxxx & Xxxxx, counsel to the Company and the GuarantorOperating Partnership, and the General Counsel of the Guarantor (or such other attorney, reasonably acceptable to counsel satisfactory to the Selling AgentsAgent(s), who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) dated the later of (x) the date of filing with the Commission of such document supplement or (y) if applicabledocument, the date of effectiveness of such documentamendment, or the Settlement Datedate of such sale, as the case may be, in form and substance satisfactory to the Selling AgentsAgent(s), of the same tenor as the opinions opinion referred to in Section 6(b)(i5(a)(1) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above); or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Selling Agents shall furnish the Selling Agents Agent(s) with a letter substantially to the effect that the Selling Agents Agent(s) may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in the time of delivery of such letter pursuant authorizing reliance); PROVIDED, HOWEVER, that counsel need not render the opinion required under Section 5(a)(1)(xiv) upon the filing of any Quarterly Report on Form 10-Q which does not include information relating to such tax matters, unless the provisions of Section 3(f)(ii) above)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such opinion Agents 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 Terms Agreementotherwise specify.

Subsequent Delivery of Legal Opinions. Each time that (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, the Registration Statement, any Disclosure Package Statement or the Base Prospectus has been shall be amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing providing solely for a change in the payment terms interest rate or formula applicable to the Notes, providing solely for the inclusion of Notes additional financial information, or similar changes, (B) which relates exclusively relating solely to an the issuance and/or offering of securities other than the Notes or Notes), (Cii) which there is filed with the applicable Selling Agents deem immaterial) or SEC any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K relating solely to the issuance and/or offering of securities other than the Notes), (iii) (if requested required in connection with the purchase of Notes from the Company by a Selling Agent, on one or more Agents as principal) the applicable Settlement Date, each time the Selling Company sells Notes to such Agent purchases Notes or Agents as principal pursuant or (iv) the Company sells Notes in a form not previously certified to Section 1(c) of this Agreementthe Agents by the Company, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents Agent(s) and to counsel to the Selling Agents the written opinions of McGuireWoods LLPHogax & Xartxxx X.X.P., counsel to the Company and the Guarantor, and the General Counsel of the Guarantor (Company, and Altheimer & Gray, or such other attorney, reasonably acceptable to counsel satisfactory to the Selling AgentsAgent(s), who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) dated the later of (x) the date of filing with the Commission SEC of such document supplement or (y) if applicabledocument, the date of effectiveness of such documentamendment, or the Settlement Datedate of such sale, as the case may be, in form and substance reasonably satisfactory to the Selling AgentsAgent(s), of the same tenor as the opinions referred to in Section 6(b)(i5(a)(1), 5(a)(2) and 5(a)(3), as the case may be, hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above); or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Selling Agents shall furnish the Selling Agents Agent(s) with a letter substantially to the effect that the Selling Agents Agent(s) may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); provided, however, that, with respect to (includingi) and (ii) above, if applicablein the event that the conditions of Section 4(k)(i) hereof have been satisfied and the Company has notified the Agents in writing that offerings of Notes are suspended, any free writing prospectuses then the Company shall be required to furnish or cause to be reflected in such letter pursuant to the provisions of Section 3(f)(ii) above)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.furnished such

Subsequent Delivery of Legal Opinions. Each If so requested by such Agent, each time (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, that the Registration Statement, any Disclosure Package Statement or the Base Prospectus has been shall be amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or solely for the inclusion of additional financial information, and other than by an amendment or supplement (A) changing the payment terms of Notes or similar changes, (B) which relates exclusively to an offering of securities other than the Notes Notes) or there is filed with the SEC any document incorporated by reference into the Prospectus, or (C) which the applicable Selling Agents deem immaterial) or (iii) if requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal required pursuant to Section 1(cthe terms of a Terms Agreement) of this the Company sells Notes to any Agent pursuant to a Terms Agreement, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents such Agent and to counsel to the Selling Agents the such Agent a written opinions opinion of McGuireWoods LLP, counsel to the Company and the Guarantor, and the General Counsel of the Guarantor (Company, or other counsel satisfactory to such other attorneyAgent, reasonably acceptable to counsel to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) dated the later of (x) the date of filing with the Commission SEC of such document supplement or (y) if applicabledocument, the date of effectiveness of such documentamendment, or the Settlement Datedate of such sale, as the case may be, in form and substance satisfactory to the Selling Agentssuch Agent, of the same tenor as the opinions opinion referred to in Section 6(b)(i5(a)(1) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above)opinion; or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Selling Agents such Agent shall furnish the Selling Agents each Agent with a letter substantially to the effect that the Selling Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such 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 (including, if applicable, any free writing prospectuses to be reflected except that statements in such letter pursuant last opinion shall be deemed to relate to the provisions Registration Statement and the Prospectus as amended and supplemented to the time of Section 3(f)(ii) abovedelivery of such letter authorizing reliance)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.

Subsequent Delivery of Legal Opinions. Each time (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, that the Registration Statement, any Disclosure Package Statement or the Base Prospectus has been shall be amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or solely for the inclusion of additional financial information, and other than by an amendment or supplement (A) changing the payment terms of Notes or similar changes, (B) which relates exclusively to an offering of debt securities other than the Notes) or there is filed with the SEC any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes unless requested by the Agent), or (C) which the applicable Selling Agents deem immaterial) or (iii) if requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal required pursuant to Section 1(cthe terms of a Terms Agreement) of this the Company sells Notes to the Agent pursuant to a Terms Agreement, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents Agent and to counsel to the Selling Agents the Agent a written opinions opinion of McGuireWoods LLP, counsel to the Company and the Guarantor, and the General Counsel of the Guarantor (Company, or such other attorney, reasonably acceptable to counsel satisfactory to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) Agent dated the later of (x) the date of filing with the Commission SEC of such document supplement or (y) if applicabledocument, the date of effectiveness of such documentamendment, or the Settlement Datedate of such sale, as the case may be, in form and substance satisfactory to the Selling AgentsAgent, of the same tenor as the opinions opinion referred to in Section 6(b)(i5(a)(1) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above)opinion; or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Selling Agents Agent shall furnish the Selling Agents Agent with a letter substantially to the effect that the Selling Agents Agent may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance). 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 Agent shall furnish to the 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 Agent shall furnish the Agent with a letter to the effect that the Agent may rely on such last opinion to the same extent as though it were dated the date of such letter authorizing reliance (including, if applicable, any free writing prospectuses to be reflected except that statements in such letter pursuant last opinion shall be deemed to relate to the provisions Registration Statement and the Prospectus as amended and supplemented to the time of Section 3(f)(ii) abovedelivery of such letter authorizing reliance)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.

Subsequent Delivery of Legal Opinions. Each Subject to the provisions of Section 4(k) hereof, each time (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, that the Registration Statement, any Disclosure Package Statement or the Base Prospectus has been shall be amended or supplemented (other than by filing a supplement providing solely for the establishment of a preliminary pricing supplement the interest rates, maturity or a Pricing Supplement price of the Notes or similar terms or solely for the inclusion of additional financial information, and other than by an amendment or supplement (A) changing the payment terms of Notes or similar changes, (B) which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes Notes) or there is filed with the Commission any document incorporated by reference into the Prospectus (C) which the applicable Selling Agents deem immaterialother than any Current Report on Form 8-K) or (iiiif required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement, if requested by a Selling Agent, on the applicable Settlement Date, each time Agents or counsel to the Selling Agent purchases Notes as principal pursuant to Section 1(c) of this AgreementAgents, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents the a written opinions opinion of McGuireWoods LLP, SAB&W or other counsel to selected by the Company and the Guarantor, and the General Counsel of the Guarantor (or such other attorney, reasonably acceptable to counsel satisfactory to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) Agents dated the later of (x) the date of filing with the Commission of such document supplement or (y) if applicabledocument, the date of effectiveness of such documentamendment, or the Settlement Datedate of such sale, as the case may be, in form and substance reasonably satisfactory to the Selling Agents, of substantially the same tenor as the opinions opinion referred to in Section 6(b)(i5(b)(1) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above)opinion; or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Selling Agents shall furnish the Selling Agents with a letter substantially to the effect that the Selling Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (includingto the time of delivery of such letter authorizing reliance); provided, however, that if applicable, any free writing prospectuses the Company shall determine that it does not intend to be reflected in the market for up to three months after the date of filing of any such letter pursuant amendment or supplement, the Company may deliver to the provisions of Section 3(f)(ii) above)). If Agents a notice to such opinion is delivered pursuant to clause (iii) above at effect, in which event the request of a Selling Agent, the Agents received by the Company with respect to such opinion amendment or supplement shall also relate be deemed withdrawn until such time as the Company notifies the Agents that it wishes to (A) re-enter 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 Terms Agreementmarket.

Subsequent Delivery of Legal Opinions. Each time (i) the Guarantor Company files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, the Registration Statement, any Disclosure Package or the Base Prospectus has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing the payment providing solely for interest rates, maturity dates or other terms of the Notes or similar changes, (B) changes or an amendment or supplement which relates exclusively to an offering of securities other than the Notes or (C) which the applicable Selling Agents deem immaterialNotes) or (iii) if requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to Section 1(c1(d) of this Agreement, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents the written opinions of McGuireWoods LLP, counsel to the Company and the GuarantorCompany, and the General Counsel of the Guarantor Company (or such other attorney, reasonably acceptable to counsel to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the GuarantorCompany) dated 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, of the same tenor as the opinions referred to in Section 6(b)(i4(b)(i) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii3(h)(ii) above); or, in lieu of such opinions, counsel last furnishing such opinions to the Selling Agents shall furnish the Selling Agents with a letter substantially to the effect that the Selling Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in such letter pursuant to the provisions of Section 3(f)(ii3(h)(ii) above)). If such opinion is delivered pursuant to clause (iiiiv) above at the request of a Selling Agent, such 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. Each time (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, that the Registration Statement, any Disclosure Package Statement or the Base Prospectus has been shall be amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by filing a document incorporated by reference into the Prospectus (which is hereinafter addressed) or solely for the inclusion of additional financial information, and other than by an amendment or supplement (A) changing the payment terms of Notes or similar changes, (B) which relates exclusively to an offering of securities other than the Notes Notes) or, except as set forth in the last sentence of this subsection, there is filed with the SEC any document incorporated by reference into the Prospectus, or (C) which the applicable Selling Agents deem immaterial) or (iii) if requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal required pursuant to Section 1(cthe terms of a Terms Agreement) of this the Company sells Notes to the Purchasing Agent pursuant to a Terms Agreement, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents Purchasing Agent and to counsel to the Selling Agents Purchasing Agent a written opinion of the written opinions of McGuireWoods LLP, counsel to the Company and the Guarantor, and the General Senior Counsel of the Guarantor (Company, or such other attorney, reasonably acceptable to counsel satisfactory to the Selling AgentsPurchasing Agent, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) dated the later of (x) the date of filing with the Commission SEC of such document supplement or (y) if applicabledocument, the date of effectiveness of such documentamendment, or the Settlement Datedate of such sale, as the case may be, in form and substance satisfactory to the Selling AgentsPurchasing Agent, of the same tenor as the opinions opinion referred to in Section 6(b)(i5(a)(1) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above)opinion; or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Selling Agents Purchasing Agent shall furnish the Selling Agents Purchasing Agent with a letter substantially to the effect that the Selling Agents Purchasing Agent may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in the time of delivery of such letter authorizing reliance). In giving the opinions required by this subsection as to matters involving the application of laws of the State of New York or the laws of the State of California, the Senior Counsel of the Company (or such other counsel) may rely upon an opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP of the same tenor as the opinion referred to in Section 5(a)(2) hereof. If any document other than an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q is filed with the SEC and incorporated by reference into the Prospectus, the Purchasing Agent agrees that the Company will be required to deliver an opinion pursuant to the provisions this subsection only after delivery of Section 3(f)(ii) above)). If such opinion is delivered pursuant to clause (iii) above at requested by the request of a Selling Purchasing Agent, such 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 Terms Agreement.

Subsequent Delivery of Legal Opinions. Each time (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, that the Registration Statement, any Disclosure Package ------------------------------------- Statement or the Base Prospectus has been shall be amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing providing solely for a change in the payment terms interest rates of the Notes or a change in the principal amount of Notes remaining to be sold or similar changes, ) or there is filed with the Commission any document incorporated by reference into the Prospectus (B) which relates exclusively to an offering of securities other than the Notes or (Cany Current Report on Form 8-K) which or, if so indicated in the applicable Selling Agents deem immaterial) or (iii) if requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to Section 1(c) of this Terms Agreement, the Company and sells Notes to the Guarantor Agents pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to the Selling Agents and to the Agents' counsel to the Selling Agents the a written opinions opinion of McGuireWoods LLPXxxxxx X. Xxxxx, counsel to Esq., Senior Vice President/Legal of the Company or Xxxxxxxx X. Xxxxxxxxxx, Esq., Vice President and the Guarantor, and the General Counsel of the Guarantor (Company, or such other attorney, reasonably acceptable to counsel satisfactory to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) dated the later of (x) the date of filing with the Commission delivery of such document or (y) if applicable, the date of effectiveness of such document, or the Settlement Date, as the case may beopinion, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions opinion referred to in Section 6(b)(i5(a) hereof, hereof but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above); or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Selling Agents shall furnish the Selling Agents with a letter substantially to the effect that the Selling Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in the time of delivery of such letter pursuant to the provisions of Section 3(f)(ii) aboveauthorizing reliance)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.; and

Subsequent Delivery of Legal Opinions. Each time that (i) the Guarantor files Registration Statement or the Prospectus shall be amended or supplemented (other than by a Pricing Supplement or an amendment or supplement providing solely for the inclusion of additional financial information, and, unless an Agent shall otherwise specify, other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the Commission SEC any Annual document incorporated by reference into the Prospectus (other than any Current Report on Form 108-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, the Registration Statement, any Disclosure Package or the Base Prospectus has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by unless an amendment or supplement (A) changing the payment terms of Notes or similar changes, (B) which relates exclusively to an offering of securities other than the Notes or (C) which the applicable Selling Agents deem immaterialAgent shall otherwise specify) or (iii) (if requested required in connection with the purchase of Notes from the Company by a Selling Agent, on one or more Agents as principal) the applicable Settlement Date, each time the Selling Agent purchases Company sells Notes to one or more Agents as principal pursuant to Section 1(c) of this Agreementprincipal, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to (or in the Selling case of clause (iii), such Agent or Agents as the case may be) the written opinions of McGuireWoods LLP, counsel to the Company and the Guarantor, and the General Counsel of the Guarantor (or such other attorneyCompany and Xxxxxx Xxxxxx & Xxxxx, reasonably acceptable to counsel to the Selling Company, or other counsel satisfactory to such Agents, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) dated the later of (x) the date of filing with the Commission SEC of such document supplement or (y) if applicabledocument, the date of effectiveness of such documentamendment, or the Settlement Datedate of such sale, as the case may be, in form and substance satisfactory to the Selling such Agents, of the same tenor as the opinions referred to in Section 6(b)(i5(a)(l) and (2) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above)opinion; or, in lieu of such opinion or opinions, counsel last furnishing such opinion or opinions to the Selling such Agents shall furnish the Selling such Agents with a letter or letters substantially in the form of APPENDIX II hereto to the effect that the Selling such Agents may rely on such last opinion or opinions to the same extent as though it was or they were dated the date of such letter or letters authorizing reliance (except that statements in such last opinion or opinions shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in the time of delivery of such letter pursuant to the provisions of Section 3(f)(ii) aboveauthorizing reliance)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.

Subsequent Delivery of Legal Opinions. Each time that (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, the Registration Statement, any the General Disclosure Package or the Base Prospectus has been shall be amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing providing solely for the payment establishment of the specific terms of any tranche of Notes or similar changessolely for the inclusion of additional financial information), (Bii) which relates exclusively to an offering of securities there is filed with the SEC any document incorporated by reference into the Registration Statement, the General Disclosure Package or the Prospectus (other than any Current Report on Form 8-K, unless the Notes or (C) which the applicable Selling Agents deem immaterial) or shall otherwise specify), (iii) (if requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal required pursuant to Section 1(cthe terms of a Terms Agreement) of this the Company sells Notes to an Agent pursuant to a Terms Agreement, or (iv) the BPU shall authorize the issuance of First Mortgage Bonds and issuance and sale of Notes beyond the date of its previous authorization, then the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents and or such Agent, as the case may be, a written opinion of the counsel for the Company referred to in Section 5(a)(1) hereof, or other counsel satisfactory to the Selling Agents the written opinions of McGuireWoods LLP, counsel to the Company and the Guarantor, and the General Counsel of the Guarantor (or such other attorney, reasonably acceptable to counsel to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) dated the later of (x) the date of filing with the Commission SEC of such document supplement or (y) if applicabledocument, the date of effectiveness of such documentamendment, the date of such sale, or the Settlement Datesoonest practicable date following such authorization, as the case may be, in form and substance satisfactory to the Selling AgentsAgents or such Agent, as the case may be, of the same tenor as the opinions opinion referred to in Section 6(b)(i5(a)(1) and Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement Statement, the General Disclosure Package and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant and to the provisions most recent authorization of Section 3(f)(ii) above)the BPU; or, in lieu of such opinionsopinion, counsel last furnishing such opinions the opinion to the Selling Agents shall furnish the Selling Agents or such Agent, as the case may be, with a letter substantially to the effect that the Selling Agents or such Agent, as the case may be, may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement Statement, the General Disclosure Package and the Prospectus as amended and supplemented (includingto the time of delivery of such letter authorizing reliance and to the most recent authorization of the BPU); provided, if applicablehowever, any free writing prospectuses that such counsel shall not be required to be reflected include in such letter pursuant to opinion the provisions matters set forth in clauses (x) and (xi) of said Section 5(a)(1) if the Company, in compliance with subsection (2) of Section 3(f)(ii) above)). If 18 of Article Five of the First Mortgage, has delivered an opinion of counsel covering such opinion is delivered pursuant matters and the Agents are entitled to rely thereon; provided, further, that the Company shall not be required (except in the case of clause (iii) above at above) to cause the request delivery of a Selling Agent, such 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 Terms Agreementduring any Suspension Period.

Subsequent Delivery of Legal Opinions. Each time Except as otherwise provided in Section III(o) hereof, reasonably promptly following each time: (i) the Guarantor Company accepts a Terms Agreement requiring such updating provisions; (ii) the Company files with the Commission any SEC an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q, Q that is incorporated by reference into the Prospectus; or (iiiii) if required by the Selling Agents, Agents after the Registration Statement, any Disclosure Package or the Base Prospectus has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing the payment terms of the Notes or similar changes, (B) which relates exclusively to an offering of securities other than the Notes or (C) which the applicable Selling Agents deem immaterial) or (iii) if requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to Section 1(c) of this Agreement, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents the written opinions of McGuireWoods LLP, counsel to the Company and the GuarantorCompany, and the General Counsel of the Guarantor Company (or such other attorney, reasonably acceptable to counsel to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) Company), dated the later date specified in the applicable Terms Agreement or, with respect to clause (ii) above, dated the date of delivery of such opinion, or with respect to clause (xiii) above, dated the date of filing with the Commission SEC of such supplement or document or (y) if applicable, the date of effectiveness of such document, or the Settlement Dateamendment, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions referred to in Section 6(b)(iII(c)(1) hereof, but modified, as necessary, to relate to to, as applicable, the Registration Statement Statement, the applicable Disclosure Package (including, if applicable, any Permitted Free Writing Prospectuses) and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above)opinions; or, in lieu of such opinions, counsel last furnishing such opinions to the Selling Agents shall furnish the Selling Agents with a letter substantially to the effect that the Selling Agents may rely on such last opinion opinions to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and Statement, the Prospectus as amended and supplemented applicable Disclosure Package (including, if applicable, any free writing prospectuses to be reflected in such letter pursuant to Permitted Free Writing Prospectuses) and the provisions of Section 3(f)(ii) aboveProspectus as amended and supplemented)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.

Subsequent Delivery of Legal Opinions. Each time that (1) the Registration Statement, the General Disclosure Package or 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 an amendment or supplement relating solely to the Guarantor files with interest rates, interest payment dates or maturity dates of the Commission Notes or similar information, (ii) solely for the inclusion of additional financial information (including any Annual Report on Form 10-K or management’s discussion and analysis), (iii) by an amendment made by the filing of a Quarterly Report on Form 10-Q, Q and any Current Report on Form 8-K (iiexcept in the circumstances hereinafter described) if required by the Selling Agents, the Registration Statement, any Disclosure Package or the Base Prospectus has been amended or supplemented and (other than by filing of a preliminary pricing supplement or a Pricing Supplement or iv) by an amendment or supplement (Awhich is not required to be made available by the Company to the Purchasing Agent pursuant to Section 4(b) changing the payment terms of Notes or similar changes, (B) which relates exclusively to an offering of securities other than the Notes or (C) which the applicable Selling Agents deem immaterialhereof) or (iii2) (if requested so agreed by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to Section 1(c) of this Agreement, the Company and the Guarantor Purchasing Agent in connection with the purchase of Notes from the Company by the Purchasing Agent as principal) the Company sells Notes to the Purchasing Agent as principal, the Company shall furnish or cause to be furnished forthwith to the Selling Agents Purchasing Agent and to counsel to the Selling Agents Purchasing Agent the written opinions of McGuireWoods Shearman & Sterling LLP, counsel to the Company and the GuarantorCompany, and either the General Counsel for the Company or Deere or an Associate General Counsel of the Guarantor (Deere, or such other attorney, reasonably acceptable to counsel satisfactory to the Selling AgentsPurchasing Agent, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) dated the later date of (x) effectiveness of such amendment, the date of filing with the Commission SEC of such document supplement or (y) if applicable, the date of effectiveness of such document, or the Settlement Datedate of such sale, as the case may be, in form and substance satisfactory to the Selling AgentsPurchasing Agent, of the same tenor as the opinions referred to in Section 6(b)(i5(a)(1) and 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 (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above); or, in lieu of such opinions, counsel last furnishing such opinions to the Selling Agents Purchasing Agent shall each furnish the Selling Agents Purchasing Agent with a letter substantially to the effect that the Selling Agents Purchasing Agent may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement Statement, the General Disclosure Package and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in the time of delivery of such letter pursuant 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 provisions 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 3(f)(ii5(a)(1) above)). If such opinion is hereof as the Purchasing Agent may reasonably designate and to the further effect of the opinions delivered pursuant to clause (iiiSection 5(a)(4) above at the request of a Selling Agenthereof, such opinion shall also modified, as necessary, to relate to (A) the applicable Registration Statement, the General Disclosure Package and the Prospectus as amended or supplemented to the time of the applicable Initial Time delivery of Sale, (B) the applicable form of note representing the Notes described in the applicable Pricing Supplement and (C) if applicable, the Terms Agreementsuch opinion.

Subsequent Delivery of Legal Opinions. Each time that (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, the Registration Statement, any the General Disclosure Package or the Base Prospectus has been shall be amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing providing solely for the payment determination of the variable terms of the Notes or similar changes, (B) which relates exclusively relating solely to an the offering of securities other than the Notes), (ii) (if required in connection with the purchase of Notes or (Cfrom the Company by the Purchasing Agent as principal) which the applicable Selling Agents deem immaterial) Company sells Notes to the Purchasing Agent as principal or (iii) if requested the Company sells Notes in a form not previously certified to the Purchasing Agent by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to Section 1(c) of this AgreementCompany, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents Purchasing Agent and to counsel to the Selling Agents Purchasing Agent the written opinions of McGuireWoods King & Spalding LLP, special counsel to the Company and the GuarantorCompany, and the General Counsel a representative of the Guarantor (Legal Department of the Company, or such other attorney, reasonably acceptable to counsel satisfactory to the Selling AgentsPurchasing Agent, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) dated the later of (x) the date of filing with the Commission of such document or (y) if applicable, the date of effectiveness of such documentamendment or supplement, as applicable, or the Settlement Datedate of such sale, as the case may be, in form and substance satisfactory to the Selling AgentsPurchasing Agent, of the same tenor as the opinions opinion referred to in Section 6(b)(iSections 5(b)(1) and 5(b)(2) hereof, but modified, as necessary, to relate to the Registration Statement Statement, the General Disclosure Package and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above); or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Selling Agents Purchasing Agent shall furnish the Selling Agents Purchasing Agent with a letter substantially to the effect that the Selling Agents Purchasing Agent may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement Statement, the General Disclosure Package and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in the time of delivery of such letter pursuant to the provisions of Section 3(f)(ii) aboveauthorizing reliance)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.

Subsequent Delivery of Legal Opinions. Each time that (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, the Registration Statement, any Disclosure Package Statement or the Base Prospectus has been shall be amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing providing solely for the payment determination of the variable terms of the Notes or similar changes, (B) which relates exclusively relating solely to an the offering of securities other than the Notes), (ii) (if required in connection with the purchase of Notes from the Company by one or (Cmore Agents as principal) which the applicable Selling Company sells Notes to one or more Agents deem immaterial) as principal or (iii) if requested the Company sells Notes in a form not previously certified to the Agents by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to Section 1(c) of this AgreementCompany, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents Agent(s) and to counsel to the Selling Agents the written opinions of McGuireWoods LLPeach of Xxxxxxx X. Xxxxxx, Xx., Executive Vice President, General Counsel, Chief Administrative Officer and Secretary of the Company, and Xxxxxx & Xxxxxxxx, counsel to the Company and the GuarantorCompany, and the General Counsel of the Guarantor (or such other attorney, reasonably acceptable to counsel satisfactory to the Selling AgentsAgent(s), who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) dated the later of (x) the date of filing with the Commission of such document or (y) if applicable, the date of effectiveness of such documentamendment or supplement, as applicable, or the Settlement Datedate of such sale, as the case may be, in form and substance satisfactory to the Selling AgentsAgent(s), of the same tenor as the opinions opinion referred to in Section 6(b)(i5(b)(1) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above); or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Selling Agents shall furnish the Selling Agents Agent(s) with a letter substantially to the effect that the Selling Agents Agent(s) may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in the time of delivery of such letter pursuant to the provisions of Section 3(f)(ii) aboveauthorizing reliance)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.

Subsequent Delivery of Legal Opinions. Each time that (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, the Registration Statement, any Disclosure Package Statement or the Base Prospectus has been shall be amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing providing solely for the payment determination of the variable terms of the Notes or similar changes, (B) which relates exclusively relating solely to an the offering of securities other than the Notes), (ii) (if required in connection with the purchase of Notes from the Company by one or (Cmore Agents as principal) which the applicable Selling Company sells Notes to one or more Agents deem immaterial) as principal or (iii) if requested the Company sells Notes in a form not previously certified to the Agents by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to Section 1(c) of this AgreementCompany, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents Agent(s) and to counsel to the Selling Agents the written opinions opinion of McGuireWoods LLPDickxxxxx Xxxgxx XXXC, special counsel to the Company and the GuarantorArnoxx X. Xxxxxxx, and the General Xxneral Counsel of the Guarantor (or such other attorney, reasonably acceptable to counsel to the Selling AgentsCompany, who exercises general supervision or review in connection with a particular securities law matter for other counsel satisfactory to the Guarantor) Agent(s), dated the later of (x) the date of filing with the Commission of such document or (y) if applicable, the date of effectiveness of such documentamendment or supplement, as applicable, or the Settlement Datedate of such sale, as the case may be, in form and substance satisfactory to the Selling AgentsAgent(s), of the same tenor as the opinions opinion referred to in Section 6(b)(i5(b)(1) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above); or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Selling Agents shall furnish the Selling Agents Agent(s) with a letter substantially to the effect that the Selling Agents Agent(s) may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in the time of delivery of such letter pursuant to the provisions of Section 3(f)(ii) aboveauthorizing reliance)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.

Subsequent Delivery of Legal Opinions. Each The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each time that (i1) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, the Registration Statement, any Disclosure Package Statement or the Base Prospectus has been shall be amended or supplemented (other than by filing an amendment or supplement providing solely for the establishment of a preliminary pricing supplement the terms of Notes or a Pricing Supplement change in the interest rates, 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 (A) changing the payment terms of Notes or similar changes, (B) which relates exclusively to an offering of debt securities under the Registration Statement other than the Notes Notes), (2) there is filed with the Commission any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K, unless the Agents shall reasonably request based on disclosure included or (C) which the applicable Selling Agents deem immaterialomitted from such Report) or (iii3) (if requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal required pursuant to Section 1(cthe terms of a Terms Agreement) of this the Company sells Notes to one or more Agents pursuant to a Terms Agreement, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents a written opinion of each of the written opinions of McGuireWoods LLPcounsel designated in Section 5(a)(1) and (2), or other counsel satisfactory to the Company and the Guarantor, and the General Counsel of the Guarantor (or such other attorney, reasonably acceptable to counsel to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) Agents dated the later of (x) the date of filing with the Commission of such document supplement or (y) if applicabledocument, the date of effectiveness of such documentamendment, or the Settlement DateDate of such sale, except that such counsel shall give the negative assurance in Section 5(a)(4) as of the applicable date specified in Section 5(a)(4), as the case may be, in form and substance reasonably satisfactory to the Selling Agents, of substantially the same tenor as the opinions referred to in Section 6(b)(iSections 5(a)(1) and (2) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above)opinions; or, in lieu of such opinions, counsel last furnishing such opinions opinion to the Selling Agents shall furnish the Selling Agents with a letter substantially to the effect that the Selling Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in the time of delivery of such letter pursuant to the provisions of Section 3(f)(ii) aboveauthorizing reliance)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.

Subsequent Delivery of Legal Opinions. Each time that (i) the Guarantor files with the Commission any Annual Report on Operating Partnership shall file a Form 10-K or Quarterly Report on Form 10-QQ with the Commission, unless otherwise waived by 30 31 the Agents, (ii) if required by the Selling Agents, the Registration Statement, any Disclosure Package Statement or the Base Prospectus has been shall be amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing providing solely for the payment determination of the variable terms of Notes the Notes, the filing of a Form 10-K or similar changes, (B) which relates exclusively Form 10-Q with the Commission or relating solely to an the offering of securities other than the Notes Notes), if requested in writing by the Agent or (C) which the applicable Selling Agents deem immaterial) or Agents, (iii) (if requested in writing by a Selling Agent, on the applicable Settlement Date, each time Agent or Agents) the Selling Agent purchases Operating Partnership sells Notes to one or more Agents as principal pursuant or (iv) the Operating Partnership sells Notes in a form not previously certified to Section 1(c) of this Agreementthe Agents by the Operating Partnership, the Company and the Guarantor Operating Partnership shall furnish or cause to be furnished forthwith to the Selling Agents Agent(s) and to counsel to the Selling Agents the written opinions opinion of McGuireWoods LLPKing & Spalding, counsel to the Company and the GuarantorOperating Partnership, and the General Counsel of the Guarantor (or such other attorney, counsel reasonably acceptable to counsel satisfactory to the Selling AgentsAgent(s), who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) dated the later of (x) the date of filing with the Commission of such document or (y) if applicable, the date of effectiveness of such documentamendment or supplement, as applicable, or the Settlement Datedate of such sale, as the case may be, in form and substance reasonably satisfactory to the Selling AgentsAgent(s), of the same tenor as the opinions opinion referred to in Section 6(b)(i6(b) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above); or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Selling Agents shall furnish the Selling Agents Agent(s) with a letter substantially to the effect that the Selling Agents Agent(s) may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in the time of delivery of such letter pursuant to authorizing reliance); except for the provisions of opinion required under Section 3(f)(ii) above6(b)(xv)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.

Subsequent Delivery of Legal Opinions. Each time (i) the Guarantor Corporation files with the Commission SEC any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, K; (ii) if required by the Selling Agents, the Corporation files with the SEC any Quarterly Report on Form 10-Q or (iii) if required by the Agents, the Registration Statement, any Disclosure Package Statement or the Base Prospectus has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing the payment providing solely for interest rates, maturity dates or other terms of the Notes or similar changes, (B) changes or an amendment or supplement which relates exclusively to an offering of securities other than the Notes or (C) which the applicable Selling Agents deem immaterial) or (iii) if requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to Section 1(c) of this AgreementNotes), the Company and the Guarantor Corporation shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents the written opinions of McGuireWoods LLPXxxxx Xxxxxxx & Xxxxxx, PLLC, counsel to the Company and the GuarantorCorporation, and the Xxxx X. Xxxxxxx, General Counsel of to the Guarantor Corporation (or such other attorney, reasonably acceptable to counsel to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the GuarantorCorporation) dated the later of (x) the date of filing with the Commission SEC of such supplement or document or (y) if applicable, the date of effectiveness of such document, or the Settlement Dateamendment, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions referred to in Section 6(b)(i4(b)(1) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above)opinions; or, in lieu of such opinions, counsel last furnishing such opinions to the Selling Agents shall furnish the Selling Agents with a letter substantially to the effect that the Selling Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in the time of delivery of such letter pursuant to the provisions of Section 3(f)(ii) aboveauthorizing reliance)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.

Subsequent Delivery of Legal Opinions. Each time that (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, the Registration Statement, any Disclosure Package Statement or the Base Prospectus has been shall be amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or (A) by an amendment or supplement (A) changing providing solely for the payment determination of the variable terms of the Notes or similar changes, (B) which relates exclusively relating solely to an the offering of securities other than the Notes or (CB) which the applicable Selling Agents deem immaterialunless an Agent shall otherwise reasonably request, by filing of any Current Report on Form 8-K) or (iiiii) (if requested required by a Selling Agent, on the applicable Settlement Date, each time Terms Agreement relating to such Notes) the Selling Agent purchases Company sells Notes to one or more Agents as principal pursuant to Section 1(c) of this Agreementprincipal, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents Agent(s) and to counsel to the Selling Agents the written opinions of McGuireWoods Xxxxxx X. Xxxxx, Esq., Senior Counsel to the Guarantor (or such other counsel as may be acceptable to the Agent(s)) and Xxxxx Xxxxxxxxxx LLP, special counsel to the Company and the Guarantor, and the General Counsel of the Guarantor (or such other attorney, reasonably acceptable to counsel to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) each dated the later of (x) the date of filing with the Commission of such document or (y) if applicable, the date of effectiveness of such documentamendment or supplement, as applicable, or the Settlement Datedate of such sale, as the case may be, in form and substance satisfactory to the Selling AgentsAgent(s), of the same tenor as the opinions referred to in Section 6(b)(iSections 7(c) and (d) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above)opinions; or, in lieu of such opinions, counsel last furnishing such opinions to the Selling Agents shall furnish the Selling Agents Agent(s) with a letter substantially to the effect that the Selling Agents Agent(s) may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in the time of delivery of such letter pursuant to the provisions of Section 3(f)(ii) aboveauthorizing reliance)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.

Subsequent Delivery of Legal Opinions. Each time (ithat the Registration ------------------------------------- an amendment or supplement providing solely for a change in the interest rates of the Notes or a change in the principal amount of Notes remaining to be sold or similar changes) the Guarantor files or there is filed with the Commission any Annual document incorporated by reference into the Prospectus (other than any Current Report on Form 108-K or Quarterly Report on Form 10-QK) or, (ii) if required by the Selling Agents, the Registration Statement, any Disclosure Package or the Base Prospectus has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing the payment terms of Notes or similar changes, (B) which relates exclusively to an offering of securities other than the Notes or (C) which so indicated in the applicable Selling Agents deem immaterial) or (iii) if requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to Section 1(c) of this Terms Agreement, the Company and sells Notes to the Guarantor Agents pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to the Selling Agents and to the Agents' counsel to the Selling Agents the a written opinions opinion of McGuireWoods LLPXxxxxx X. Xxxxx, counsel to Esq., Senior Vice President/Legal of the Company or Xxxxxxxx X. Xxxxxxxxxx, Esq., Vice President and the Guarantor, and the General Counsel of the Guarantor (Company, or such other attorney, reasonably acceptable to counsel satisfactory to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) dated the later of (x) the date of filing with the Commission delivery of such document or (y) if applicable, the date of effectiveness of such document, or the Settlement Date, as the case may beopinion, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions opinion referred to in Section 6(b)(i5(a) hereof, hereof but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above); or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Selling Agents shall furnish the Selling Agents with a letter substantially to the effect that the Selling Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in the time of delivery of such letter pursuant to the provisions of Section 3(f)(ii) aboveauthorizing reliance)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.; and

Subsequent Delivery of Legal Opinions. Each time that (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, the Registration Statement, any Disclosure Package or the Base Prospectus has been Offering Memorandum shall be amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing providing solely for the payment determination of the variable terms of Notes or similar changes, (B) which relates exclusively to an offering of securities other than the Notes or (C) which any deemed amendment pursuant to the applicable Selling Agents deem immaterial) filing of any periodic report or definitive proxy or information statement of the Company with the SEC pursuant to the requirements of the Exchange Act), or (iiiii) if requested agreed to by a Selling Agent, on each of the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to Section 1(c) of this AgreementIndenture Parties, the Company and the Guarantor applicable Initial Purchaser(s) in the applicable Terms Agreement in connection with the purchase of a Tranche of Notes from the Issuer by such Initial Purchasers, the Company shall furnish or cause to be furnished forthwith to the Selling Agents and applicable Initial Purchaser(s) (and, if applicable, to counsel to the Selling Agents applicable Initial Purchaser(s)): (A) the written opinions of McGuireWoods LLPletter from LeBoeuf, Lamb, Xxxxxx & XxxXxx, L.L.P., counsel to the Company and the GuarantorCompany, and the General Counsel of the Guarantor (or such other attorney, reasonably acceptable to counsel satisfactory to the Selling Agentsapplicable Initial Purchaser(s), who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) dated the later of (x) the date of filing with the Commission of such document amendment or (y) if supplement, as applicable, or the date of effectiveness of such document, or the Settlement Datesale, as the case may be, in form and substance reasonably satisfactory to such Initial Purchaser(s), containing a negative assurance paragraph concerning the Selling Agentsaccuracy of the Offering Memorandum (the "Negative Assurance Paragraph"), of the same tenor as the opinions Negative Assurance Paragraph contained in Exhibit F-1 hereto, but modified, as necessary, to relate to the Offering Memorandum as amended and supplemented to the time of delivery of such Negative Assurance Paragraph or, in lieu of such Negative Assurance Paragraph, counsel last furnishing such Negative Assurance Paragraph to the applicable Initial Purchasers shall furnish such Initial Purchasers with a letter substantially to the effect that the applicable Initial Purchasers may rely on the most recently provided Negative Assurance Paragraph or opinion letter containing such Negative Assurance Paragraph to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such Negative Assurance Paragraph shall be deemed to relate to the Offering Memorandum as amended and supplemented to the time of delivery of such letter authorizing reliance) and (B) the written opinion of Xxxxx Xxxx & Xxxxxxxx, counsel to the Initial Purchasers, or other counsel reasonably satisfactory to the Initial Purchasers, dated the date of such amendment or supplement, as applicable, or the date of such sale, as the case may be, of the same tenor as the opinion referred to in Section 6(b)(i6(c)(ix) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus Offering Memorandum as amended and supplemented to the time of delivery of such opinions (includingopinion, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above); or, or in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Selling Agents Initial Purchasers shall furnish the Selling Agents such Initial Purchasers with a letter substantially to the effect that the Selling Agents Initial Purchasers may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus Offering Memorandum as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in the time of delivery of such letter pursuant to the provisions of Section 3(f)(ii) aboveauthorizing reliance)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent; provided, such opinion shall also relate to (A) the applicable Disclosure Package as of however, that, unless otherwise agreed with the applicable Initial Time Purchaser(s), any delivery of Sale, (Bopinions as required by this Section 7(b) the applicable form of note representing the Notes due to an event described in clause (i) above shall only be required to be delivered prior to the applicable Pricing Supplement and pricing date for the Tranche of Notes issued immediately after such event described in clause (Ci) if applicable, the Terms Agreementabove.

Subsequent Delivery of Legal Opinions. Each time that any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the 1934 Act is incorporated by reference into the Final Prospectus, or (iunless waived by the Lead Agent) the Guarantor files there is filed with the Commission any Annual document incorporated by reference into the Final Prospectus (other than any Current Report on Form 108-K or Quarterly Report on Form 10-Q, unless the Lead Agent shall otherwise specify), or (ii) if required unless waived by the Selling Agents, Lead Agent with respect to a particular Terms Agreement) the Registration Statement, any Disclosure Package or Company sells Notes to the Base Prospectus has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing the payment terms of Notes or similar changes, (B) which relates exclusively to an offering of securities other than the Notes or (C) which the applicable Selling Agents deem immaterial) or (iii) if requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Lead Agent purchases Notes as principal pursuant to Section 1(c) of this a Terms Agreement, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents Lead Agent, on behalf of the Agents, and to Agent Counsel a letter from counsel to last furnishing the Selling Agents the written opinions of McGuireWoods LLP, counsel to the Company and the Guarantor, and the General Counsel of the Guarantor (or such other attorney, reasonably acceptable to counsel to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) dated 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, of the same tenor as the opinions opinion referred to in Section 6(b)(i6(b)(2) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above); or, in lieu of such opinions, counsel last furnishing such opinions to the Selling Agents shall furnish the Selling Agents with a letter substantially hereof to the effect that the Selling Agents Lead Agent, on behalf of the Agents, may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Final Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in the time of delivery of such letter pursuant authorizing reliance) or, in lieu of such letter, Cadwalader, Xxxxxxxxxx & Xxxx LLP, counsel to the provisions Company, or other counsel satisfactory to the Lead Agent, shall furnish an opinion, dated the date of Section 3(f)(ii) above)). If delivery of such opinion is delivered pursuant and in form satisfactory to clause (iii) above at the request of a Selling Lead Agent, such of the same tenor as the opinion shall also referred to in Section 6(b)(2) hereof, but modified, as necessary, to relate to (A) the applicable Disclosure Package Registration Statement and the Final Prospectus as amended and supplemented to the time of the applicable Initial Time delivery of Sale, (B) the applicable form of note representing the Notes described in the applicable Pricing Supplement and (C) if applicable, the Terms Agreementsuch opinion.

Subsequent Delivery of Legal Opinions. Each time (i) that the Guarantor files Registration Statement or the Prospectus shall be amended or supplemented or a new Registration Statement is used by the Company with respect to the Notes or there is filed with the Commission any Annual Report annual report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required incorporated by reference into the Selling Agents, the Registration Statement, any Disclosure Package or the Base Prospectus has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing providing solely for a change in the payment terms interest rates of the Notes or a change in the aggregate principal amount of Notes remaining to be sold or similar changeschanges or other than an amendment, (B) which relates exclusively supplement or document relating solely to an offering of securities other than the Notes or (Ca post-effective amendment solely containing exhibits to the Registration Statement) which or, if so indicated in the applicable Selling Agents deem immaterial) or (iii) if requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to Section 1(c) of this Terms Agreement, the Company and sells Notes to an Agent pursuant to a Terms Agreement, the Guarantor Company shall furnish or cause to be furnished forthwith promptly to the Selling Agents a written opinion of Xxxxx X. Xxxxxxx, Associate General Counsel, Treasury Operations and to Assistant Secretary of the Company or other counsel satisfactory to the Selling Agents the written opinions of McGuireWoods LLP, counsel to the Company and the Guarantor, and the General Counsel of the Guarantor (or such other attorney, reasonably acceptable to counsel to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) dated the later of (x) the date of filing with the Commission delivery of such document or (y) if applicable, the date of effectiveness of such document, or the Settlement Date, as the case may beopinion, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions opinion referred to in Section 6(b)(i5(a) hereof, hereof but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (includingopinion or the new Registration Statement, if applicableas the case may be, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above); or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Selling Agents shall furnish the Selling Agents with a letter substantially to the effect that the Selling Agents may rely on such last opinion to the same extent as though it was 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 (including, if applicable, any free writing prospectuses to be reflected in the time of delivery of such letter pursuant to authorizing reliance or the provisions of Section 3(f)(ii) abovenew Registration Statement, as the case may be)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.; and

Subsequent Delivery of Legal Opinions. Each Subject to the provisions of Section 4(l) hereof and unless the Agents shall otherwise specify, each time (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, that the Registration Statement, any Disclosure Package Statement or the Base Prospectus has been shall be amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing providing solely for the payment terms establishment of or a change in the interest rates, maturity or price of the Notes or similar changes, (B) changes or an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes Notes), or (C) which there is filed with the applicable Selling Agents deem immaterial) or (iii) Commission any document incorporated by reference into the Prospectus, or, if requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal required pursuant to Section 1(c) the terms of this a Terms Agreement, the Company and sells Notes to one or more Agents pursuant to a Terms Agreement, the Guarantor Company shall furnish or cause to be furnished forthwith as soon as practicable to the Selling Agents and to counsel to the Selling Agents the a written opinions opinion of McGuireWoods LLPeach of Xxxxxx X. Xxxxxxxx, counsel to for the Company and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the GuarantorCompany, and the General Counsel of the Guarantor (or such other attorney, reasonably acceptable to counsel satisfactory to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) Agents dated the later of (x) the date of filing with the Commission of such document supplement or (y) if applicabledocument, the date of effectiveness of such documentamendment, or the Settlement Datedate of such sale, as the case may be, in form and substance satisfactory to the Selling Agents and to counsel to the Agents, of the same tenor as the opinions referred to in Section 6(b)(i5(a)(1), 5(a)(2) and 5(a)(5) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above)opinions; or, in lieu of such opinions, counsel last furnishing such opinions opinion to the Selling Agents shall furnish the Selling Agents with a letter substantially to the effect that the Selling Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in the time of delivery of such letter pursuant to the provisions of Section 3(f)(ii) aboveauthorizing reliance)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.

Subsequent Delivery of Legal Opinions. Each time that (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, the Registration Statement, any Disclosure Package Statement or the Base Prospectus has been shall be amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing Supplement providing solely for the payment terms inclusion of Notes or similar changesadditional financial information), (Bii) which relates exclusively to an offering of securities there is filed with the Commission any document incorporated by reference into the Prospectus (other than the Notes or (C) which the applicable Selling Agents deem immaterial) or any Current Report on Form 8-K, unless you shall otherwise specify), (iii) if requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to Section 1(c) of this AgreementRelated Closing Date occurs, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents you and to counsel to the Selling Agents you the written opinions opinion of McGuireWoods LLPGoodxxx, Xxocter & Hoar XXX, counsel to the Company and the GuarantorCompany, and the General Counsel of the Guarantor (or such other attorneycounsel reasonably satisfactory to you, reasonably acceptable to counsel to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) dated the later of (x) the date of filing with the Commission of such document supplement or (y) if applicabledocument, the date of effectiveness of such documentamendment, or the Settlement Datedate of such sale, as the case may be, in form and substance satisfactory to the Selling Agentsyou, of the same tenor as the opinions opinion referred to in Section 6(b)(i5(a) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above); or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Selling Agents you shall furnish the Selling Agents you with a letter substantially to the effect that the Selling Agents you may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in the time of delivery of such letter pursuant authorizing reliance); PROVIDED, HOWEVER, that counsel need not render the opinion required under Section 5(a)(vii) upon the filing of any Quarterly Report on Form 10-Q which does not include information relating to the provisions of Section 3(f)(ii) above)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agenttax matters, such opinion unless you 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 Terms Agreementotherwise specify.

Subsequent Delivery of Legal Opinions. Each time that (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, the Registration Statement, any Disclosure Package Statement or the Base Prospectus has been shall be amended or supplemented (other than by filing an amendment or supplement providing solely for a change in the interest rates of a preliminary pricing supplement the Notes or a Pricing Supplement 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 (A) changing the payment terms of Notes or similar changes, (B) which relates exclusively to an offering of debt securities other than the Notes or Notes), (Cii) which there is filed with the applicable Selling Agents deem immaterial) or SEC any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K, unless the Agent shall otherwise specify), (iii) (if requested required in connection with the purchase of Notes by a Selling Agent, on an Agent as principal) the applicable Settlement Date, each time the Selling Company sells Notes to an Agent purchases Notes as principal pursuant or (iv) if the Company issues and sells Notes in a form not previously certified to Section 1(c) of this Agreementthe Agents by the Company, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents the a written opinions opinion of McGuireWoods LLPGary X. Xxxxxx, counsel to the Company and the GuarantorXxq., and the General Counsel of the Guarantor (Company, or such other attorney, reasonably acceptable to counsel satisfactory to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) Agents dated the later of (x) the date of filing with the Commission SEC of such document supplement or (y) if applicabledocument, the date of effectiveness of such documentamendment, or the Settlement Datedate of such sale, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions opinion referred to in Section 6(b)(iSections 5(a)(1) and 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above)opinion; or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Selling Agents shall furnish the Selling Agents with a letter substantially to the effect that the Selling Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in the time of delivery of such letter pursuant to the provisions of Section 3(f)(ii) aboveauthorizing reliance)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.

Subsequent Delivery of Legal Opinions. Each time (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, that the Registration Statement, any Disclosure Package Statement or the Base Prospectus has been shall be amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or solely for the inclusion of additional financial information, and other than by an amendment or supplement (A) changing the payment terms of Notes or similar changes, (B) which relates exclusively to an offering of debt securities other than the Notes) or there is filed with the SEC any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes unless requested by an Agent), or (C) which the applicable Selling Agents deem immaterial) or (iii) if requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal required pursuant to Section 1(cthe terms of a Terms Agreement) of this the Company sells Notes to any Agent pursuant to a Terms Agreement, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents each Agent and to counsel to the Selling Agents the a written opinions opinion of McGuireWoods LLP, counsel to the Company and the Guarantor, and the General Counsel of the Guarantor (Company, or such other attorney, reasonably acceptable to counsel satisfactory to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) Agents dated the later of (x) the date of filing with the Commission SEC of such document supplement or (y) if applicabledocument, the date of effectiveness of such documentamendment, or the Settlement Datedate of such sale, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions opinion referred to in Section 6(b)(i5(a)(1) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above)opinion; or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Selling Agents shall furnish the Selling Agents each Agent with a letter substantially to the effect that the Selling Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such 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 (including, if applicable, any free writing prospectuses to be reflected except that statements in such letter pursuant last opinion shall be deemed to relate to the provisions Registration Statement and the Prospectus as amended and supplemented to the time of Section 3(f)(ii) abovedelivery of such letter authorizing reliance)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.

Subsequent Delivery of Legal Opinions. Each time that the Registration Statement or the Prospectus shall be amended or supplemented (iother than by an amendment or supplement providing solely for a change in the interest rates of 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 securities other than Notes) the Guarantor files or there is filed with the Commission SEC any Annual document incorporated by reference into the Prospectus (other than any Current Report on Form 108-K or Quarterly Report on Form 10-Q, unless the Agents shall otherwise specify), or (ii) if required by pursuant to the Selling Agents, the Registration Statement, any Disclosure Package or the Base Prospectus has been amended or supplemented (other than by filing terms of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (ATerms Agreement) changing the payment terms of Company sells Notes or similar changes, (B) which relates exclusively to an offering of securities other than the Notes or (C) which the applicable Selling Agents deem immaterial) or (iii) if requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to Section 1(c) of this a Terms Agreement, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents such Agent and to counsel to the Selling Agents the written opinions opinion of McGuireWoods LLPSxxxxxxx Xxxxxxxxx LLP and/or Hunton & Wxxxxxxx, each counsel to the Company and the GuarantorCompany, and the General Counsel of the Guarantor (or other counsel satisfactory to such other attorneyAgent, reasonably acceptable to counsel to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) dated the later of (x) the date of filing with the Commission SEC of such document supplement or (y) if applicabledocument, the date of effectiveness of such documentamendment, or the Settlement Datedate of such sale, as the case may be, in form and substance satisfactory to the Selling Agentssuch Agent, of the same tenor as the opinions opinion referred to in Section 6(b)(i5(c) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above)opinion; or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Selling Agents shall furnish the Selling Agents such Agent with a letter substantially to the effect that the Selling Agents such Agent may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in the time of delivery of such letter pursuant to the provisions of Section 3(f)(ii) aboveauthorizing reliance)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.

Subsequent Delivery of Legal Opinions. Each time (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, that the Registration Statement, any Disclosure Package Statement or the Base Prospectus has been shall be amended or supplemented (other than by filing of a preliminary pricing supplement or (i) a Pricing Supplement or by Supplement, (ii) an amendment or supplement (A) changing providing solely for a change in the payment terms interest rates of the Notes or a change in the principal amount of Notes remaining to be sold or similar changes, changes or (B) which setting forth solely financial statements or other financial information as of and for a fiscal quarter or (iii) an amendment or supplement that relates exclusively to an offering of securities other than the Notes) or there is filed with the SEC any document incorporated by reference in the Prospectus (other than any Current Report on Form 8-K (i) relating exclusively to the issuance of securities other than the Notes or (Cii) which setting forth solely financial statements or other financial information as of and for a fiscal quarter) or, if so indicated in the applicable Selling Agents deem immaterial) or (iii) if requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to Section 1(c) of this Terms Agreement, the Company and sells Notes to an Agent pursuant to a Terms Agreement, the Guarantor Company shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents the a written opinions opinion of McGuireWoods LLPXxxx X. Xxxxxxxx, counsel Esq., Senior Counsel to the Company and the GuarantorCompany, and the General Counsel of the Guarantor (or such other attorney, reasonably acceptable to counsel satisfactory to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) dated the later of (x) the date of filing with the Commission delivery of such document or (y) if applicable, the date of effectiveness of such document, or the Settlement Date, as the case may beopinion, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions opinion referred to in Section 6(b)(i5(a)(1) hereof, and such other opinions provided for in Section 5(a) hereof as the Agents may request, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (includingopinion, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above); or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Selling Agents shall furnish the Selling Agents with a letter substantially to the effect that the Selling Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion opinion, shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in the time of delivery of such letter authorizing reliance); provided, however, that if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the provisions Company, and the Agents shall not hold any Notes as principal, the Company shall not be obligated so to furnish the Agents with an opinion or opinions until such time as the Company shall determine that the solicitation of Section 3(f)(ii) above)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such opinion shall also relate to (A) the applicable Disclosure Package as purchases 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 should be resumed or shall subsequently enter into a new Terms AgreementAgreement with an Agent.

Subsequent Delivery of Legal Opinions. Each time that the Registration Statement or the Prospectus shall be amended or supplemented (iother than by an amendment or supplement providing solely for a change in the interest rates of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agent shall otherwise specify, other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes) the Guarantor files or there is filed with the Commission SEC any Annual document incorporated by reference into the Prospectus (other than any Current Report on Form 108-K or Quarterly Report on Form 10-Q, unless the Agent shall otherwise specify), or (ii) if required by pursuant to the Selling Agents, the Registration Statement, any Disclosure Package or the Base Prospectus has been amended or supplemented (other than by filing terms of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (ATerms Agreement) changing the payment terms of Company sells Notes or similar changes, (B) which relates exclusively to an offering of securities other than the Notes or (C) which the applicable Selling Agents deem immaterial) or (iii) if requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to Section 1(c) of this a Terms Agreement, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents Agent and to counsel to the Selling Agents the Agent a written opinions opinion of McGuireWoods LLPXxxx X. Xxxxxxxxx, Xx., Esq., counsel to the Company and the GuarantorCompany, and the General Counsel of the Guarantor (or such other attorney, reasonably acceptable to counsel satisfactory to the Selling AgentsAgent, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) dated the later of (x) the date of filing with the Commission SEC of such document supplement or (y) if applicabledocument, the date of effectiveness of such documentamendment, or the Settlement Datedate of such sale, as the case may be, in form and substance satisfactory to the Selling AgentsAgent, of the same tenor as the opinions opinion referred to in Section 6(b)(i5(c) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above)opinion; or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Selling Agents Agent shall furnish the Selling Agents Agent with a letter substantially to the effect that the Selling Agents Agent may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in the time of delivery of such letter pursuant to the provisions of Section 3(f)(ii) aboveauthorizing reliance)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.

Subsequent Delivery of Legal Opinions. Each time that (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, the Registration Statement, any Disclosure Package or the Base Prospectus has been Offering Circular shall be amended or supplemented with respect to the Bank Notes (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (Ax) changing the payment providing solely for a change in interest rates or other variable terms of the Bank Notes or similar changes, (B) which relates exclusively to an offering of securities other than the Notes or (Cy) which setting forth financial statements or other information as of and for a fiscal period (unless, in the applicable Selling Agents deem immaterialreasonable judgment of the Distribution Agents, an opinion of counsel should be furnished in light of such an amendment)), (ii) SunTrust Banks files its Form 10-K with the Commission, or within 30 days thereafter, (iii) (if requested required in connection with the purchase of Bank Notes by a Selling Agent, on Distribution Agent as principal) the applicable Settlement Date, each time the Selling Agent purchases Bank sells Bank Notes to such agent as principal pursuant or (iv) the Bank issues and sells Bank Notes in a form not previously certified to Section 1(c) of this Agreementthe Distribution Agents by the Bank, the Company and the Guarantor Bank shall furnish or cause to be furnished forthwith to the Selling Agents Distribution Agents, the Domestic Paying Agent and Registrar and their respective counsel, a letter from each counsel last furnishing an opinion referred to counsel to the Selling Agents the written opinions of McGuireWoods LLP, counsel to the Company and the Guarantor, and the General Counsel of the Guarantor in Section 6(a)(i) hereof (or such other attorney, reasonably counsel as may be acceptable to counsel to the Selling Distribution Agents, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) dated 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, of the same tenor as the opinions referred to in Section 6(b)(i) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above); or, in lieu of such opinions, counsel last furnishing such opinions to the Selling Agents shall furnish the Selling Agents with a letter substantially to the effect that the Selling Distribution Agents may rely on such last opinion to the same extent as though it was were dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus Offering Circular as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in the time of delivery of such letter authorizing reliance) or in lieu of such letter, each such counsel (or such other counsel as may be acceptable to the Distribution Agents) may deliver a letter in the same form as its letter referred to in Section 6(a)(i) but modified, as necessary to relate to the Offering Circular as amended and supplemented to the time of delivery of such letter. With respect to this Section 8(c), the opinion referred to in Section 6(a)(ii) will also be furnished in the same manner contemplated above but only pursuant to the provisions of Section 3(f)(ii8(c)(iii) above)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.

Subsequent Delivery of Legal Opinions. Each Subject to the provisions of Section 4(m) hereof, each time that the Registration Statement or the Prospectus shall be amended or supplemented (iother than by an amendment or supplement providing solely for the establishment of the terms of Notes or a change in the interest rates, 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) the Guarantor files or there is filed with the Commission any Annual document incorporated by reference into the Prospectus (other than any Current Report on Form 108-K or Quarterly Report on Form 10-Q, (ii) if required by unless the Selling Agents, the Registration Statement, any Disclosure Package Purchasing Agent shall reasonably request based on disclosure included or the Base Prospectus has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing the payment terms of Notes or similar changes, (B) which relates exclusively to an offering of securities other than the Notes or (C) which the applicable Selling Agents deem immaterialomitted from such Report) or (iii) if requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal required pursuant to Section 1(cthe terms of a Terms Agreement) of this the Company sells Notes to the Purchasing Agent pursuant to a Terms Agreement, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents Purchasing Agent and to counsel to the Selling Agents Purchasing Agent a written opinion of each of the written opinions of McGuireWoods LLPcounsel designated in Section 5(a)(1) and (2), or other counsel satisfactory to the Company and the Guarantor, and the General Counsel of the Guarantor (or such other attorney, reasonably acceptable to counsel to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) Purchasing Agent dated the later of (x) the date of filing with the Commission of such document supplement or (y) if applicabledocument, the date of effectiveness of such documentamendment, or the Settlement Datedate of such sale, as the case may be, in form and substance reasonably satisfactory to the Selling AgentsPurchasing Agent, of substantially the same tenor as the opinions referred to in Section 6(b)(iSections 5(a)(1) and (2) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above)opinions; or, in lieu of such opinions, counsel last furnishing such opinions opinion to the Selling Agents Purchasing Agent shall furnish the Selling Agents Purchasing Agent with a letter substantially to the effect that the Selling Agents Purchasing Agent may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in the time of delivery of such letter pursuant to the provisions of Section 3(f)(ii) aboveauthorizing reliance)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.

Subsequent Delivery of Legal Opinions. Each time that (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, the ------------------------------------- Registration Statement, any Disclosure Package Statement or the Base Prospectus has been shall be amended or supplemented (other than by filing an amendment or supplement providing solely for a change in the interest rates of a preliminary pricing supplement the Notes or a Pricing Supplement 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 (A) changing the payment terms of Notes or similar changes, (B) which relates exclusively to an offering of debt securities other than the Notes or Notes), (Cii) which there is filed with the applicable Selling Agents deem immaterial) or SEC any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K, unless the Agent shall otherwise specify), (iii) (if requested required in connection with the purchase of Notes by a Selling Agent, on an Agent as principal) the applicable Settlement Date, each time the Selling Company sells Notes to an Agent purchases Notes as principal pursuant or (iv) if the Company issues and sells Notes in a form not previously certified to Section 1(c) of this Agreementthe Agents by the Company, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents the a written opinions opinion of McGuireWoods LLPXxxx X. Xxxxxx, counsel to the Company and the GuarantorEsq., and the General Counsel of the Guarantor (Company, or such other attorney, reasonably acceptable to counsel satisfactory to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) Agents dated the later of (x) the date of filing with the Commission SEC of such document supplement or (y) if applicabledocument, the date of effectiveness of such documentamendment, or the Settlement Datedate of such sale, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions opinion referred to in Section 6(b)(iSections 5(a)(1) and 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above)opinion; or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Selling Agents shall furnish the Selling Agents with a letter substantially to the effect that the Selling Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in the time of delivery of such letter pursuant to the provisions of Section 3(f)(ii) aboveauthorizing reliance)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.

Subsequent Delivery of Legal Opinions. Each time that (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, of the Registration Statement, any Disclosure Package Statements or the Base Prospectus has been shall be amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing providing solely for a change in the payment terms interest rate or formula applicable to the Notes, providing solely for the inclusion of Notes or similar changesadditional financial information, (B) which relates exclusively or, unless the Agents shall otherwise specify, relating solely to an the issuance and/or offering of securities other than the Notes or Notes), (Cii) which there is filed with the applicable Selling SEC any Incorporated Document (other than any Current Report on Form 8-K relating solely to the issuance and/or offering of securities other than the Notes, unless the Agents deem immaterial) or shall otherwise specify), (iii) (if requested required in connection with the purchase of Notes from the Company by a Selling Agent, on one or more Agents as principal) the applicable Settlement Date, each time the Selling Company sells Notes to such Agent purchases Notes or Agents as principal pursuant or (iv) the Company sells Notes in a form not previously certified to Section 1(c) of this Agreementthe Agents by the Company, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents the written opinions of McGuireWoods LLPO'Melveny & Myers, counsel to the Company and the GuarantorCompany, and Robert M. Johnson, Associate Genexxx Xounsel for the General Counsel of the Guarantor (Company, or such other attorney, reasonably acceptable to counsel othxx xxxxxxx xxxxxxactory to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) dated the later of (x) the date of filing with the Commission SEC of such document supplement or (y) if applicabledocument, the date of effectiveness of such documentamendment, or the Settlement Datedate of such sale, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions referred to in Section 6(b)(iSections 5(a)(1) and 5(a)(2) hereof, but modified, as necessary, to relate to the Registration Statement Statements and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above); or, in lieu of such opinions, counsel last furnishing such opinions to the Selling Agents shall furnish the Selling Agents with a letter letters substantially to the effect that the Selling Agents may rely on such last opinion opinions to the same extent as though it was they were dated the date of such letter letters authorizing reliance (except that statements in such last opinion opinions shall be deemed to relate to the Registration Statement Statements and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in such letter pursuant to the provisions time of Section 3(f)(ii) abovedelivery of such letters authorizing reliance)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.

Subsequent Delivery of Legal Opinions. Each time (i) the Guarantor Corporation files with the Commission SEC any Annual Report on Form 10-K or K; (ii) if required by the Agents, the Corporation files with the SEC any Quarterly Report on Form 10-Q, (iiiii) if required by the Selling Agents, the Registration Statement, any Disclosure Package Statement or the Base Prospectus has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing the payment providing solely for interest rates, maturity dates or other terms of the Notes or similar changes, (B) changes or an amendment or supplement which relates exclusively to an offering of securities other than the Notes or (C) which the applicable Selling Agents deem immaterialNotes) or (iiiiv) if requested by a Selling an Agent, on the applicable Settlement Dateas soon as practicable in advance of a pricing of Notes, each time the Selling Agent purchases Notes as principal pursuant to Section 1(c) of this Agreement1(d), the Company and the Guarantor Corporation shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents the written opinions of McGuireWoods LLPXxxxx Mulliss & Wicker, PLLC, counsel to the Company and the GuarantorCorporation, and the General Counsel of the Guarantor Corporation (or such other attorney, reasonably acceptable to counsel to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the GuarantorCorporation) dated the later of (x) the date of filing with the Commission SEC of such document or (y) if applicable, the date of effectiveness of such document, or the Settlement Datesettlement date, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions referred to in Section 6(b)(i4(b)(1) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above)opinions; or, in lieu of such opinions, counsel last furnishing such opinions to the Selling Agents shall furnish the Selling Agents with a letter substantially to the effect that the Selling Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in the time of delivery of such letter pursuant to the provisions of Section 3(f)(ii) aboveauthorizing reliance)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.

Subsequent Delivery of Legal Opinions. Each time Except as otherwise provided in Section III(o) hereof, reasonably promptly following each time: (i) the Guarantor Company accepts a Terms Agreement requiring such updating provisions; (ii) the Company files with the Commission any SEC an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q, Q that is incorporated by reference into the Prospectus; or (iiiii) if required by the Selling Agents, Agents after the Registration Statement, any Disclosure Package or the Base Prospectus has been amended or supplemented (other than by filing of a preliminary pricing supplement Preliminary Pricing Supplement or a Pricing Supplement or by an amendment or supplement (A) changing the payment terms of the Notes or similar changes, (B) which relates exclusively to an offering of securities other than the Notes or (C) which the applicable Selling Agents deem immaterial) or (iii) if requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to Section 1(c) of this Agreement, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents the written opinions of McGuireWoods LLP, counsel to the Company and the GuarantorCompany, and the General Counsel of the Guarantor Company (or such other attorney, reasonably acceptable to counsel to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) Company), dated the later date specified in the applicable Terms Agreement or, with respect to clause (ii) above, dated the date of delivery of such opinion, or with respect to clause (xiii) above, dated the date of filing with the Commission SEC of such supplement or document or (y) if applicable, the date of effectiveness of such document, or the Settlement Dateamendment, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions referred to in Section 6(b)(iII(c)(1) hereof, but modified, as necessary, to relate to to, as applicable, the Registration Statement Statement, the applicable Disclosure Package (including, if applicable, any Permitted Free Writing Prospectuses) and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above)opinions; or, in lieu of such opinions, counsel last furnishing such opinions to the Selling Agents shall furnish the Selling Agents with a letter substantially to the effect that the Selling Agents may rely on such last opinion opinions to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and Statement, the Prospectus as amended and supplemented applicable Disclosure Package (including, if applicable, any free writing prospectuses to be reflected in such letter pursuant to Permitted Free Writing Prospectuses) and the provisions of Section 3(f)(ii) aboveProspectus as amended and supplemented)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.

Subsequent Delivery of Legal Opinions. Each time that (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, the Registration Statement, any Disclosure Package Statement or the Base Prospectus has been shall be amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing providing solely for a change in the payment terms interest rate or formula applicable to the Notes, providing solely for the inclusion of Notes additional financial information, or similar changes, (B) which relates exclusively relating solely to an the issuance and/or offering of securities other than the Notes or Notes), (Cii) which there is filed with the applicable Selling Agents deem immaterial) or SEC any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K relating solely to the issuance and/or offering of securities other than the Notes), (iii) (if requested required in connection with the purchase of Notes from the Company by a Selling Agent, on one or more Agents as principal) the applicable Settlement Date, each time the Selling Company sells Notes to such Agent purchases Notes or Agents as principal pursuant or (iv) the Company sells Notes in a form not previously certified to Section 1(c) of this Agreementthe Agents by the Company, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents Agent(s) and to counsel to the Selling Agents the written opinions of McGuireWoods LLPHogax & Xartxxx X.X.P., counsel to the Company and the Guarantor, and the General Counsel of the Guarantor (Company, and Altheimer & Gray, or such other attorney, reasonably acceptable to counsel satisfactory to the Selling AgentsAgent(s), who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) dated the later of (x) the date of filing with the Commission SEC of such document supplement or (y) if applicabledocument, the date of effectiveness of such documentamendment, or the Settlement Datedate of such sale, as the case may be, in form and substance reasonably satisfactory to the Selling AgentsAgent(s), of the same tenor as the opinions referred to in Section 6(b)(i5(a)(1), 5(a)(2) and 5(a)(3), as the case may be, hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above); or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Selling Agents shall furnish the Selling Agents Agent(s) with a letter substantially to the effect that the Selling Agents Agent(s) may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); provided, however, that, with respect to (includingi) and (ii) above, if applicablein the event that the conditions of Section 4(k)(i) hereof have been satisfied and the Company has notified the Agents in writing that offerings of Notes are suspended, any free writing prospectuses then the Company shall be required to furnish or cause to be reflected furnished such opinions or such letters, as the case may be, only prior to the date that offerings of Notes may be resumed. Notwithstanding the foregoing, in the event that the Company sells Notes in a form not previously certified to the Agents by the Company, then the Company shall cause Hogax & Xartxxx X.X.P. to furnish, prior to such letter pursuant sale, an opinion to the effect that such Notes will be excluded or exempted from the provisions of Section 3(f)(ii) above)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms AgreementCommodity Exchange Act.

Subsequent Delivery of Legal Opinions. Each time (i) the Guarantor Corporation files with the Commission SEC any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, K; (ii) if required by the Selling Agents, the Corporation files with the SEC any Quarterly Report on Form 10-Q or (iii) if required by the Agents, the Registration Statement, any Disclosure Package Statement or the Base Prospectus has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing the payment providing solely for interest rates, maturity dates or other terms of the Notes or similar changes, (B) changes or an amendment or supplement which relates exclusively to an offering of securities other than the Notes or (C) which the applicable Selling Agents deem immaterial) or (iii) if requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to Section 1(c) of this AgreementNotes), the Company and the Guarantor Corporation shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents the written opinions of McGuireWoods LLPXxxxx Mulliss & Wicker, PLLC, counsel to the Company and the GuarantorCorporation, and the General Counsel of the Guarantor Corporation (or such other attorney, reasonably acceptable to counsel to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the GuarantorCorporation) dated the later of (x) the date of filing with the Commission SEC of such supplement or document or (y) if applicable, the date of effectiveness of such document, or the Settlement Dateamendment, as the case may be, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions referred to in Section 6(b)(i4(b)(1) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above)opinions; or, in lieu of such opinions, counsel last furnishing such opinions to the Selling Agents shall furnish the Selling Agents with a letter substantially to the effect that the Selling Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in the time of delivery of such letter pursuant to the provisions of Section 3(f)(ii) aboveauthorizing reliance)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.

Subsequent Delivery of Legal Opinions. Each time that (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, the ------------------------------------- Registration Statement, any Disclosure Package Statement or the Base Prospectus has been shall be amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing providing solely for the payment determination of the variable terms of the Notes or similar changes, (B) which relates exclusively relating solely to an the offering of securities other than the Notes), (ii) (if required in connection with the purchase of Notes from the Company by one or (Cmore Agents as principal) which the applicable Selling Company sells Notes to one or more Agents deem immaterial) as principal or (iii) if requested the Company sells Notes in a form not previously certified to the Agents by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to Section 1(c) of this AgreementCompany, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents Agent(s) and to counsel to the Selling Agents the written opinions of McGuireWoods LLPXxxxx & Xxxxxxx L.L.P., counsel to the Company and the GuarantorCompany, and the General Counsel of the Guarantor (or such other attorneyXxxxxxx, reasonably acceptable to Xxxxxx, Xxxxx & Xxxxxxxx, P.C., special real estate counsel to the Selling AgentsCompany, who exercises general supervision or review in connection with a particular securities law matter for other counsel satisfactory to the Guarantor) Agent(s), dated the later of (x) the date of filing with the Commission of such document or (y) if applicable, the date of effectiveness of such documentamendment or supplement, as applicable, or the Settlement Datedate of such sale, as the case may be, in form and substance satisfactory to the Selling AgentsAgent(s), of the same tenor as the opinions opinion referred to in Section 6(b)(i5(b)(1) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above); or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Selling Agents shall furnish the Selling Agents Agent(s) with a letter substantially to the effect that the Selling Agents Agent(s) may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in the time of delivery of such letter pursuant to the provisions of Section 3(f)(ii) aboveauthorizing reliance)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.

Subsequent Delivery of Legal Opinions. Each time that (i) the Guarantor files there is filed with the Commission any Quarterly Report on Form 10-Q or Annual Report on Form 10-K incorporated by reference into the Registration Statement or Quarterly Report on Form 10-Qthe Prospectus, (ii) (if required in connection with the purchase of Notes from the Company by the Selling Agents, Purchasing Agent as principal) the Registration Statement, any Disclosure Package or Company sells Notes to the Base Prospectus has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing the payment terms of Notes or similar changes, (B) which relates exclusively to an offering of securities other than the Notes or (C) which the applicable Selling Agents deem immaterial) or Purchasing Agent as principal (iii) if at such times as may reasonably be requested by the Purchasing Agent in the event of a Selling Agent, on material change in circumstances in respect of the applicable Settlement Date, each time Company or (iv) the Selling Company sells Notes in a form not previously certified to the Purchasing Agent purchases Notes as principal pursuant to Section 1(c) of this Agreementby the Company, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents Purchasing Agent and to counsel to the Selling Agents Purchasing Agent the written opinions opinion of McGuireWoods LLPthe Company's General Counsel, or other counsel satisfactory to the Company and the GuarantorPurchasing Agent, and the General Counsel of the Guarantor (or such other attorney, reasonably acceptable to counsel to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) dated the later of (x) the date of filing with the Commission of such document or (y) if applicable, the date of effectiveness of such documentamendment or supplement, as applicable, or the Settlement Datedate of such sale, as the case may be, in form and substance satisfactory to the Selling AgentsPurchasing Agent, of the same tenor as the opinions opinion referred to in Section 6(b)(i5(b)(1) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above); or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Selling Agents Purchasing Agent shall furnish the Selling Agents Purchasing Agent with a letter substantially to the effect that the Selling Agents Purchasing Agent may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in the time of delivery of such letter pursuant to the provisions of Section 3(f)(ii) aboveauthorizing reliance)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.

Subsequent Delivery of Legal Opinions. Each time time: (i) the Guarantor files with the Commission any SEC an Annual Report on Form 1020-K F or Quarterly any Report on Form 106-Q, K containing annual or interim financial information; or (ii) if required by the Selling Agents, after the Registration Statement, any Disclosure Package or the Base Prospectus has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing the payment providing solely for interest rates, maturity dates or other terms of the Notes or similar changes, (B) changes or an amendment or supplement which relates exclusively to an offering of securities other than the Notes or (C) which Notes), in each case to the extent required pursuant to the applicable Selling Agents deem immaterial) or (iii) if requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to Section 1(c) of this Terms Agreement, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents and to counsel to the Selling Agents the written opinions of McGuireWoods LLP, counsel letter referred to the Company and the Guarantorin Section II(c)(iii), and the General Counsel of Purchasing Agent shall request the Guarantor (or such other attorneywritten letter referred to in Section II(c)(iv), reasonably acceptable to counsel to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) each dated the later of (x) date specified in the applicable Terms Agreement or dated the date of filing with the Commission SEC of such supplement or document or (y) if applicable, the date of effectiveness of such document, or the Settlement Dateamendment, as the case may be, in form and substance reasonably satisfactory to the Selling Agents, of the same tenor as the opinions referred to in Section 6(b)(i) hereofsuch opinions, but modified, as necessary, to relate to the Registration Statement Statement, the Disclosure Package and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above)opinions; or, in lieu of such opinions, counsel last furnishing such opinions to the Selling Agents shall furnish the Selling Agents with a letter substantially to the effect that the Selling Agents may rely on such last opinion opinions to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement Statement, the Disclosure Package and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in such letter pursuant to the provisions time of Section 3(f)(ii) abovedelivery of such opinions)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.

Subsequent Delivery of Legal Opinions. Each time that (i) the Guarantor files with Registration Statement or the Commission any Annual Report Prospectus is amended or supplemented (excluding a Pricing Supplement), including through the filing of an annual report on Form 10-K or Quarterly Report interim report on Form 10-QQ or, if such delivery is requested by an Agent, any other document under the Exchange Act, (ii) if required the Company sells Notes to an Agent as principal and in connection therewith such delivery has been agreed to by the Selling AgentsCompany and such Agent, the Registration Statement, any Disclosure Package or the Base Prospectus has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing the payment terms of Notes or similar changes, (B) which relates exclusively to an offering of securities other than the Notes or (C) which the applicable Selling Agents deem immaterial) or (iii) if requested the Company issues and sells Notes in a form not previously certified to the Agents by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to Section 1(c) of this AgreementCompany, the Company and the Guarantor shall furnish or cause to be furnished forthwith promptly to the Selling Agents and to counsel to the Selling Agents the written opinions of McGuireWoods LLP, counsel to the Company and the Guarantor, and the General Counsel of the Guarantor (or such other attorney, reasonably acceptable to counsel to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) dated 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 Dateapplicable Agent, as the case may be, the written opinion of corporation counsel of the Company reasonably acceptable to the Agents, or other counsel reasonably acceptable to the Agents. In the case of a purchase of Notes by an Agent as principal pursuant to a Terms Agreement, if called for by the applicable Terms Agreement, the Agent may request an opinion of counsel to the Agents. In each case, the foregoing opinions shall be dated the date of delivery of such opinions, in form and substance scope satisfactory to the Selling AgentsAgents or the applicable Agent, as the case may be, of the same tenor as the opinions referred to in Sections 5(a) and (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 6(b)(i5(a)(ix) and (x) hereof), but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to at the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above); or, in lieu of any such opinionsopinion, counsel last furnishing such opinions opinion to the Selling Agents shall furnish to the Selling Agents with or the applicable Agent, as the case may be, a letter substantially to the effect that the Selling Agents or the applicable Agent, as the case may be, may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in at the time of delivery of such letter pursuant to the provisions of Section 3(f)(ii) aboveauthorizing reliance)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.

Subsequent Delivery of Legal Opinions. Each time (i) that the Guarantor files Registration Statement or the Prospectus shall be amended or supplemented or a new Registration Statement is used by the Company with respect to the Notes or there is filed with the Commission any Annual Report annual report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required incorporated by reference into the Selling Agents, the Registration Statement, any Disclosure Package or the Base Prospectus has been amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing providing solely for a change in the payment terms interest rates of the Notes or a change in the aggregate principal amount of Notes remaining to be sold or similar changeschanges or other than an amendment, (B) which relates exclusively supplement or document relating solely to an offering of securities other than the Notes or (Ca post-effective amendment solely containing exhibits to the Registration Statement) which or, if so indicated in the applicable Selling Agents deem immaterial) or (iii) if requested by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to Section 1(c) of this Terms Agreement, the Company and sells Notes to the Guarantor Purchasing Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith promptly to the Selling Agents a written opinion of the Associate General Counsel, Treasury Operations and to Assistant Secretary of the Company or other counsel satisfactory to the Selling Agents the written opinions of McGuireWoods LLP, counsel to the Company and the Guarantor, and the General Counsel of the Guarantor (or such other attorney, reasonably acceptable to counsel to the Selling Agents, who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) dated the later of (x) the date of filing with the Commission delivery of such document or (y) if applicable, the date of effectiveness of such document, or the Settlement Date, as the case may beopinion, in form and substance satisfactory to the Selling Agents, of the same tenor as the opinions opinion referred to in Section 6(b)(i5(a) hereof, hereof but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (includingopinion or the new Registration Statement, if applicableas the case may be, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above); or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Selling Agents shall furnish the Selling Agents with a letter substantially to the effect that the Selling Agents may rely on such last opinion to the same extent as though it was 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 (including, if applicable, any free writing prospectuses to be reflected in the time of delivery of such letter pursuant to authorizing reliance or the provisions of Section 3(f)(ii) abovenew Registration Statement, as the case may be)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.; and

Subsequent Delivery of Legal Opinions. Each time that (i) the Guarantor files with the Commission any Annual Report on Form 10-K or Quarterly Report on Form 10-Q, (ii) if required by the Selling Agents, the Registration Statement, any Disclosure Package Statement or the Base Prospectus has been shall be amended or supplemented (other than by filing of a preliminary pricing supplement or a Pricing Supplement or by an amendment or supplement (A) changing providing solely for the payment determination of the variable terms of the Notes or similar changes, (B) which relates exclusively relating solely to an the offering of securities other than the Notes), (ii) (if required in connection with the purchase of Notes from the Company by one or (Cmore Agents as principal) which the applicable Selling Company sells Notes to one or more Agents deem immaterial) as principal or (iii) if requested the Company sells Notes in a form not previously certified to the Agents by a Selling Agent, on the applicable Settlement Date, each time the Selling Agent purchases Notes as principal pursuant to Section 1(c) of this AgreementCompany, the Company and the Guarantor shall furnish or cause to be furnished forthwith to the Selling Agents Agent(s) and to counsel to the Selling Agents the written opinions opinion of McGuireWoods LLPXxxxxxxx, Lipton, Xxxxx & Xxxx, counsel to the Company and the GuarantorCompany, and the General Counsel of the Guarantor (or such other attorney, counsel reasonably acceptable to counsel satisfactory to the Selling AgentsAgent(s), who exercises general supervision or review in connection with a particular securities law matter for the Guarantor) dated the later of (x) the date of filing with the Commission of such document or (y) if applicable, the date of effectiveness of such documentamendment or supplement, as applicable, or the Settlement Datedate of such sale, as the case may be, in form and substance reasonably satisfactory to the Selling AgentsAgent(s), of the same tenor as the opinions opinion referred to in Section 6(b)(i5(b)(1)(A) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions (including, if applicable, any free writing prospectuses to be reflected in such opinion pursuant to the provisions of Section 3(f)(ii) above); or, in lieu of such opinionsopinion, counsel last furnishing such opinions opinion to the Selling Agents shall furnish the Selling Agents Agent(s) with a letter substantially to the effect that the Selling Agents Agent(s) may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented (including, if applicable, any free writing prospectuses to be reflected in the time of delivery of such letter pursuant to the provisions of Section 3(f)(ii) aboveauthorizing reliance)). If such opinion is delivered pursuant to clause (iii) above at the request of a Selling Agent, such 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 Terms Agreement.