Common use of Subsequent Delivery of Legal Opinions Clause in Contracts

Subsequent Delivery of Legal Opinions. Reasonably promptly following the time of the Company’s filing of its report on Form 10-Q for the quarter ended June 30 and its annual report on Form 10-K, the Company shall furnish or cause to be furnished forthwith to each Agent and to counsel to the Agents a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to the Agents, dated the date of delivery, in form and substance satisfactory to the Agents, of the same tenor as the opinion referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by any Non-General Supplement) to the time of delivery of such opinion. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 1934 Act), the Company shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to such Agent, dated the date of filing with the SEC of such supplement or the date of effectiveness of such amendment, as the case may be, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by a Non-General Supplement) to the time of delivery of such opinion. Furthermore, if so requested by an Agent by written notice to Senior Company Counsel of the Company (receipt of which is acknowledged by Senior Company Counsel), when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such opinion is required by such Terms Agreement), the Company shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to such Agent, dated the date of such sale, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement, the Basic Prospectus and any applicable Prospectus, as amended and supplemented to the time of delivery of such opinion, and any applicable Disclosure Package; or, in lieu of such opinion, counsel last furnishing such an opinion to such Agent shall furnish such Agent with a letter to the effect that 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, such Basic Prospectus and any such Prospectus, as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package). In connection with any opinion and disclosure statement delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b), counsel to the Agents shall also deliver an opinion covering certain matters of New York law, substantially as stated in their opinion rendered pursuant to Section 5(a)(2), as well as a disclosure statement in substantially the same form as that required to be delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b).

Subsequent Delivery of Legal Opinions. Reasonably promptly following Each time that (i) there is filed with the time of the Company’s filing of its report on Form 10-Q for the quarter ended June 30 and its annual report SEC any Annual Report on Form 10-K, (ii) if required by the Company Agents, there is filed any Quarterly Report on Form 10-Q, or (iii) if required by the Agents, the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for interest rates, maturity dates or other terms of the Notes or similar changes or solely for the inclusion of additional financial information or an amendment or supplement which relates exclusively to an offering of securities other than the Notes), the Corporation shall furnish or cause to be furnished forthwith to each Agent the Agents and to counsel to the Agents a the written opinion opinions of Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., counsel to the Senior Company Corporation, and Xxxx X. Xxxxxxx, General Counsel of to the CompanyCorporation, or other counsel satisfactory to the Agents, dated the date of delivery, in form and substance satisfactory to the Agents, of the same tenor as the opinion referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by any Non-General Supplement) to the time of delivery of such opinion. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 1934 Act), the Company shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to such Agent, dated the date of filing with the SEC of such supplement or document or the date of effectiveness of such amendment, as the case may be, in form and substance satisfactory to such Agentthe Agents, of the same tenor as the opinion opinions referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(34(a)(1) hereof, but modified, as necessary, to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by a Non-General Supplement) to the time of delivery of such opinion. Furthermore, if so requested by an Agent by written notice to Senior Company Counsel of the Company (receipt of which is acknowledged by Senior Company Counsel), when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such opinion is required by such Terms Agreement), the Company shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to such Agent, dated the date of such sale, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement, the Basic Prospectus and any applicable Prospectus, as amended and supplemented to the time of delivery of such opinion, and any applicable Disclosure Packageopinions; or, in lieu of such opinionopinions, counsel last furnishing such an opinion opinions to such Agent the Agents shall furnish such Agent the Agents with a letter substantially to the effect that such Agent 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, such Basic Statement and the Prospectus and any such Prospectus, as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package). In connection with any opinion and disclosure statement delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b), counsel to the Agents shall also deliver an opinion covering certain matters of New York law, substantially as stated in their opinion rendered pursuant to Section 5(a)(2), as well as a disclosure statement in substantially the same form as that required to be delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b).

Subsequent Delivery of Legal Opinions. Reasonably promptly following The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for the establishment of the Company’s filing terms of its report 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) or there is filed with the Commission any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K or Quarterly Report on Form 10-Q for Q, unless the quarter ended June 30 and its annual report Agents shall reasonably request based on Form 10-Kdisclosure included or omitted from such Report) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to each Agent the Agents and to counsel to the Agents a written opinion of the Senior Company Counsel each of the Companycounsel designated in Section 5(a)(1) and (2), or other counsel satisfactory to the Agents, Agents dated the date of deliveryfiling with the Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance reasonably satisfactory to the Agents, of substantially the same tenor as the opinion opinions referred to in Section Sections 5(a)(1) and the disclosure statement referred to in Section 5(a)(3(2) hereof, but modified, as necessary, to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by any Non-General Supplement) to the time of delivery of such opinion. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 1934 Act), the Company shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to such Agent, dated the date of filing with the SEC of such supplement or the date of effectiveness of such amendment, as the case may be, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by a Non-General Supplement) to the time of delivery of such opinion. Furthermore, if so requested by an Agent by written notice to Senior Company Counsel of the Company (receipt of which is acknowledged by Senior Company Counsel), when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such opinion is required by such Terms Agreement), the Company shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to such Agent, dated the date of such sale, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement, the Basic Prospectus and any applicable Prospectus, as amended and supplemented to the time of delivery of such opinion, and any applicable Disclosure Packageopinions; or, in lieu of such opinionopinions, counsel last furnishing such an opinion to such Agent the Agents shall furnish such Agent the Agents with a letter substantially to the effect that such Agent 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, such Basic Statement and the Prospectus and any such Prospectus, as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package). In connection with any opinion and disclosure statement delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b), counsel to the Agents shall also deliver an opinion covering certain matters of New York law, substantially as stated in their opinion rendered pursuant to Section 5(a)(2), as well as a disclosure statement in substantially the same form as that required to be delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b).

Subsequent Delivery of Legal Opinions. Reasonably promptly following Each time that (i) the time Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for the determination of the variable terms of the Notes or relating solely to the offering of securities other than the Notes), (ii) (if required in connection with the purchase of Notes from the Company by one or more Agents as principal) the Company sells Notes to one or more Agents as principal or (iii) the Company sells Notes in a form not previously certified to the Agents by the Company’s filing of its report on Form 10-Q for the quarter ended June 30 and its annual report on Form 10-K, the Company shall furnish or cause to be furnished forthwith to each Agent the Agent(s) and to counsel to the Agents a (1) the written opinion of the Senior Company Counsel of Hutcxxxx, Xxeexxx & Xittxxx, X Professional Corporation, counsel to the Company, or other counsel satisfactory to the AgentsAgent(s), and (2) the written opinion of Robexx X. Xxxxxx, Xxecutive Vice President, Secretary and General Counsel for the Company, each dated the date of deliveryfiling with the Commission or the date of effectiveness of such amendment or supplement, as applicable, or the date of such sale, as the case may be, in form and substance satisfactory to the AgentsAgent(s), of the same tenor as the opinion opinions referred to in Section 5(a)(1Sections 5(b) and the disclosure statement referred to in Section 5(a)(35(c) hereof, respectively, but modified, as necessary, to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by any Non-General Supplement) to the time of delivery of such opinion. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 1934 Act), the Company shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to such Agent, dated the date of filing with the SEC of such supplement or the date of effectiveness of such amendment, as the case may be, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by a Non-General Supplement) to the time of delivery of such opinion. Furthermore, if so requested by an Agent by written notice to Senior Company Counsel of the Company (receipt of which is acknowledged by Senior Company Counsel), when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such opinion is required by such Terms Agreement), the Company shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to such Agent, dated the date of such sale, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement, the Basic Prospectus and any applicable Prospectus, as amended and supplemented to the time of delivery of such opinion, and any applicable Disclosure Package; opinions or, in lieu of such opinionopinions, counsel last furnishing such an opinion opinions to such Agent the Agent(s) shall each furnish such Agent the Agent(s) with a letter substantially to the effect that such Agent the Agent(s) may rely on such counsel's 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, such Basic Statement and the Prospectus and any such Prospectus, as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package). In connection with any opinion and disclosure statement delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b), counsel to the Agents shall also deliver an opinion covering certain matters of New York law, substantially as stated in their opinion rendered pursuant to Section 5(a)(2), as well as a disclosure statement in substantially the same form as that required to be delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b).

Subsequent Delivery of Legal Opinions. Reasonably promptly following the time of the CompanyGuarantor’s filing of its report on Form 10-Q for the quarter ended June 30 and its annual report on Form 10-K, the Company or the Guarantor shall furnish or cause to be furnished forthwith to each Agent and to counsel to the Agents a written opinion of the Senior Company Counsel of the CompanyGuarantor, or other counsel satisfactory to the Agents, dated the date of delivery, in form and substance satisfactory to the Agents, of the same tenor as the opinion referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by any Non-General Supplement) to the time of delivery of such opinion. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 1934 Act), the Company or the Guarantor shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the CompanyGuarantor, or other counsel satisfactory to such Agent, dated the date of filing with the SEC of such supplement or the date of effectiveness of such amendment, as the case may be, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by a Non-General Supplement) to the time of delivery of such opinion. Furthermore, if so requested by an Agent by written notice to Senior Company Counsel of the Company Guarantor (receipt of which is acknowledged by Senior Company Counsel), when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such opinion is required by such Terms Agreement), the Company or the Guarantor shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the CompanyGuarantor, or other counsel satisfactory to such Agent, dated the date of such sale, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement, the Basic Prospectus and any applicable Prospectus, as amended and supplemented to the time of delivery of such opinion, and any applicable Disclosure Package; or, in lieu of such opinion, counsel last furnishing such an opinion to such Agent shall furnish such Agent with a letter to the effect that 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, such Basic Prospectus and any such Prospectus, as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package). In connection with any opinion and disclosure statement delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b), counsel to the Agents shall also deliver an opinion covering certain matters of New York law, substantially as stated in their opinion rendered pursuant to Section 5(a)(2), as well as a disclosure statement in substantially the same form as that required to be delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b).

Subsequent Delivery of Legal Opinions. Reasonably promptly following the time of the CompanyGuarantor’s filing of its report on Form 10-Q for the quarter ended June 30 and its annual report on Form 10-K, the Company or the Guarantor shall furnish or cause to be furnished forthwith to each Agent and to counsel to the Agents a written opinion of the Senior Company Counsel of the CompanyGuarantor, or other counsel satisfactory to the Agents, dated the date of delivery, in form and substance satisfactory to the Agents, of the same tenor as the opinion referred to in Section ‎Section 5(a)(1) and the disclosure statement referred to in Section ‎Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by any Non-General Supplement) to the time of delivery of such opinion. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 1934 Act), the Company or the Guarantor shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the CompanyGuarantor, or other counsel satisfactory to such Agent, dated the date of filing with the SEC of such supplement or the date of effectiveness of such amendment, as the case may be, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in Section ‎Section 5(a)(1) and the disclosure statement referred to in Section ‎Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by a Non-General Supplement) to the time of delivery of such opinion. Furthermore, if so requested by an Agent by written notice to Senior Company Counsel of the Company Guarantor (receipt of which is acknowledged by Senior Company Counsel), when the Company sells Notes Securities to such Agent pursuant to a Terms Agreement (if such opinion is required by such Terms Agreement), the Company or the Guarantor shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the CompanyGuarantor, or other counsel satisfactory to such Agent, dated the date of such sale, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in Section ‎Section 5(a)(1) and the disclosure statement referred to in Section ‎Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement, the Basic Prospectus and any applicable Prospectus, as amended and supplemented to the time of delivery of such opinion, and any applicable Disclosure Package; or, in lieu of such opinion, counsel last furnishing such an opinion to such Agent shall furnish such Agent with a letter to the effect that 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, such Basic Prospectus and any such Prospectus, as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package). In connection with any opinion and disclosure statement delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b), counsel to the Agents shall also deliver an opinion covering certain matters of New York law, substantially as stated in their opinion rendered pursuant to Section ‎Section 5(a)(2), as well as a disclosure statement in substantially the same form as that required to be delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b).

Subsequent Delivery of Legal Opinions. Reasonably At or promptly following the time of the Company’s filing of its report on Form 10-Q for the quarter ended June 30 and its annual report on Form 10-K, the Company shall furnish or cause to be furnished forthwith to each Agent and to counsel to the Agents a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to the Agents, dated the date of delivery, in form and substance satisfactory to the Agents, of the same tenor as the opinion referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by any Non-General Supplement) to the time of delivery of such opinion. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 1934 Act), the Company shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to such Agent, dated the date of filing with the SEC of such supplement or the date of effectiveness of such amendment, as the case may be, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by a Non-General Supplement) to the time of delivery of such opinion. Furthermore, if so requested by an Agent by written notice to Senior Company Counsel of the Company (receipt of which is acknowledged by Senior Company Counsel), when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such opinion is required by such Terms Agreement), the Company shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to such Agent, dated the date of such sale, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement, the Basic Prospectus and any applicable Prospectus, as amended and supplemented to the time of delivery of such opinion, and any applicable Disclosure Package; or, in lieu of such opinion, counsel last furnishing such an opinion to such Agent shall furnish such Agent with a letter to the effect that 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, such Basic Prospectus and any such Prospectus, as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package). In connection with any opinion and disclosure statement delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b), counsel to the Agents shall also deliver an opinion covering certain matters of New York law, substantially as stated in their opinion rendered pursuant to Section 5(a)(2), as well as a disclosure statement in substantially the same form as that required to be delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b).

Subsequent Delivery of Legal Opinions. Reasonably promptly following the time of the CompanyGuarantor’s filing of its report on Form 10-Q for the quarter ended June 30 and its annual report on Form 10-K, the Company or the Guarantor shall furnish or cause to be furnished forthwith to each Agent and to counsel to the Agents a written opinion of the Senior Company Counsel of the CompanyGuarantor, or other counsel satisfactory to the Agents, dated the date of delivery, in form and substance satisfactory to the Agents, of the same tenor as the opinion referred to in Section 5(a)(1SECTION 5(a)1) and the disclosure statement referred to in Section 5(a)(3SECTION 5(a)3) hereof, but modified, as necessary, to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by any Non-General Supplement) to the time of delivery of such opinion. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 1934 Act), the Company or the Guarantor shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the CompanyGuarantor, or other counsel satisfactory to such Agent, dated the date of filing with the SEC of such supplement or the date of effectiveness of such amendment, as the case may be, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in Section 5(a)(1SECTION 5(a)1) and the disclosure statement referred to in Section 5(a)(3SECTION 5(a)3) hereof, but modified, as necessary, to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by a Non-General Supplement) to the time of delivery of such opinion. Furthermore, if so requested by an Agent by written notice to Senior Company Counsel of the Company Guarantor (receipt of which is acknowledged by Senior Company Counsel), when the Company sells Notes Securities to such Agent pursuant to a Terms Agreement (if such opinion is required by such Terms Agreement), the Company or the Guarantor shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the CompanyGuarantor, or other counsel satisfactory to such Agent, dated the date of such sale, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in Section 5(a)(1SECTION 5(a)1) and the disclosure statement referred to in Section 5(a)(3SECTION 5(a)3) hereof, but modified, as necessary, to relate to the Registration Statement, the Basic Prospectus and any applicable Prospectus, as amended and supplemented to the time of delivery of such opinion, and any applicable Disclosure Package; or, in lieu of such opinion, counsel last furnishing such an opinion to such Agent shall furnish such Agent with a letter to the effect that 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, such Basic Prospectus and any such Prospectus, as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package). In connection with any opinion and disclosure statement delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b), counsel to the Agents shall also deliver an opinion covering certain matters of New York law, substantially as stated in their opinion rendered pursuant to Section 5(a)(2SECTION 5(a)2), as well as a disclosure statement in substantially the same form as that required to be delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b).

Subsequent Delivery of Legal Opinions. Reasonably promptly following the Each time of the Company’s filing of its report on Form 10-Q for the quarter ended June 30 and its annual report on Form 10-K, the Company shall furnish or cause to be furnished forthwith to each Agent and to counsel to the Agents a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to the Agents, dated the date of delivery, in form and substance satisfactory to the Agents, of the same tenor as the opinion referred to in Section 5(a)(1that (i) and the disclosure statement referred to in Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement and or the Basic Prospectus, as Prospectus shall be amended and or supplemented (other than by a Pricing Supplement or an amendment or supplement providing solely for the inclusion of additional financial information, and, unless such Agent shall otherwise specify, other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes), (ii) there is filed with the SEC any Nondocument incorporated by reference into the Prospectus (other than any Current Report on Form 8-General Supplement) K relating exclusively to the time issuance of delivery of such opinion. In addition, if so requested by an Agent, when debt securities under the Registration Statement or filed pursuant to Item 5 of Form 8-K, unless such Agent shall otherwise reasonably specify), (iii) (if required in connection with the Basic Prospectus is amended purchase of Notes by such Agent as principal) the Company sells Notes to such Agent as principal or is supplemented (iv) if the Company issues and sells Notes in a form not previously certified to the Agents by a General Supplement (other than an amendment or supplement through the filing of documents under the 1934 Act)Company, the Company shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent the Agents a written opinion or opinions of the Senior Company Counsel of Liddell, Sapp, Zivley, Hill & XxXxxx, L.L.P., counsel to the Company, or other counsel satisfactory to such Agent, the Agents dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to such Agent, of the same tenor as the opinion opinions referred to in Section Sections 5(a)(1), (a)(3) and the disclosure statement referred to in Section 5(a)(3(a)(4) hereof, but modified, as necessary, to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by a Non-General Supplement) to the time of delivery of such opinion. Furthermore, if so requested by an Agent by written notice to Senior Company Counsel of the Company (receipt of which is acknowledged by Senior Company Counsel), when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such opinion is required by such Terms Agreement), the Company shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to such Agent, dated the date of such sale, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement, the Basic Prospectus and any applicable Prospectus, as amended and supplemented to the time of delivery of such opinion, and any applicable Disclosure Package; or, in lieu of such opinion, counsel last furnishing such an opinion to such Agent shall furnish such Agent with a letter to the effect that 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, such Basic Statement and the Prospectus and any such Prospectus, as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package). In connection with any opinion and disclosure statement delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b), counsel to the Agents shall also deliver an opinion covering certain matters of New York law, substantially as stated in their opinion rendered pursuant to Section 5(a)(2), as well as a disclosure statement in substantially the same form as that required to be delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b).

Subsequent Delivery of Legal Opinions. Reasonably promptly following Each time that the time Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement or an amendment or other supplement providing solely for a change in the interest rates of the Company’s Notes or changes in other terms of the Notes, (ii) an amendment or supplement providing solely for the inclusion of additional financial information or (iii) an amendment or supplement that relates exclusively to an offering of securities other than the Notes) or there is filed with the Commission any document incorporated, or deemed to be incorporated, by reference into the Prospectus (other than the filing of its report a Current Report on Form 10-Q for the quarter ended June 30 and its annual report on Form 108-K, unless delivery of an opinion is reasonably requested by the Agents with respect to such filing), the Company sells Notes in a form not previously certified by the Company to the Agents, or the Company sells Notes to an Agent pursuant to a Terms Agreement, the terms of which so require, the Company shall furnish or cause to be furnished forthwith furnished, promptly following such amendment, supplement or filing or on the Settlement Date with respect to each Agent and to counsel such Terms Agreement, as the case may be, to the Agents or to the Agent party to the Terms Agreement, as the case may be, a written letter substantially in the form of Appendix II hereto (modified, as necessary, in the case of a Terms Agreement) from the counsel last furnishing the opinion referred to in Section 5(a) hereof or, in lieu of the Senior Company Counsel of the Companysuch letter, or a letter from other counsel satisfactory to counsel for the Agents, dated the date of delivery, delivery of such letter and in form and substance satisfactory to counsel for the Agents, of the same tenor as the opinion referred to in Section 5(a)(15(a) hereof (other than the matters covered by Section 5(a)(viii) to the extent it relates to the execution and the disclosure statement referred to in Section 5(a)(3) hereofdelivery of this Agreement), but modified, as necessary, to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by any Non-General Supplement) to the time of delivery of such opinion. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 1934 Act), the Company shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to such Agent, dated the date of filing with the SEC of such supplement or the date of effectiveness of such amendment, as the case may be, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by a Non-General Supplement) to the time of delivery of such opinion. Furthermore, if so requested by an Agent by written notice to Senior Company Counsel of the Company (receipt of which is acknowledged by Senior Company Counsel), when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such opinion is required by such Terms Agreement), the Company shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to such Agent, dated the date of such sale, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement, the Basic Prospectus and any applicable Prospectus, as amended and supplemented to the time of delivery of such opinion, and any applicable Disclosure Package; or, in lieu of such opinion, counsel last furnishing such an opinion to such Agent shall furnish such Agent with a letter to the effect that 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, such Basic Prospectus and any such Prospectus, as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package). In connection with any opinion and disclosure statement delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b), counsel to the Agents shall also deliver an opinion covering certain matters of New York law, substantially as stated in their opinion rendered pursuant to Section 5(a)(2), as well as a disclosure statement in substantially the same form as that required to be delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b).

Subsequent Delivery of Legal Opinions. Reasonably promptly following Each time that the time Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement or an amendment or other supplement providing solely for a change in the interest rates of the Company’s Notes or changes in other terms of the Notes, (ii) an amendment or supplement providing solely for the inclusion of additional financial information or (iii) an amendment or supplement that relates exclusively to an offering of securities other than the Notes) or there is filed with the Commission any document incorporated, or deemed to be incorporated, by reference into the Prospectus (other than the filing of its report a Current Report on Form 10-Q for the quarter ended June 30 and its annual report on Form 108-K, unless delivery of an opinion is reasonably requested by the Agents with respect to such filing), the Company sells Notes in a form not previously certified by the Company to the Agents, or the Company sells Notes to an Agent pursuant to a Terms Agreement, the terms of which so require, the Company shall furnish or cause to be furnished forthwith furnished, promptly following such amendment, supplement or filing or on the Settlement Date with respect to each Agent and to counsel such Terms Agreement, as the case may be, to the Agents or to the Agent party to the Terms Agreement, as the case may be, a written letter substantially in the form of Appendix II hereto (modified, as necessary, in the case of a Terms Agreement) from the counsel last furnishing the opinion referred to in Section 5(a) hereof or, in lieu of the Senior Company Counsel of the Companysuch letter, or a letter from other counsel satisfactory to counsel for the Agents, dated the date of delivery, delivery of such letter and in form and substance satisfactory to counsel for the Agents, of the same tenor as the opinion referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(35(a) hereof, but modified, as necessary, to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by any Non-General Supplement) to the time of delivery of such opinion. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 1934 Act), the Company shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to such Agent, dated the date of filing with the SEC of such supplement or the date of effectiveness of such amendment, as the case may be, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by a Non-General Supplement) to the time of delivery of such opinion. Furthermore, if so requested by an Agent by written notice to Senior Company Counsel of the Company (receipt of which is acknowledged by Senior Company Counsel), when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such opinion is required by such Terms Agreement), the Company shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to such Agent, dated the date of such sale, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement, the Basic Prospectus and any applicable Prospectus, as amended and supplemented to the time of delivery of such opinion, and any applicable Disclosure Package; or, in lieu of such opinion, counsel last furnishing such an opinion to such Agent shall furnish such Agent with a letter to the effect that 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, such Basic Prospectus and any such Prospectus, as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package). In connection with any opinion and disclosure statement delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b), counsel to the Agents shall also deliver an opinion covering certain matters of New York law, substantially as stated in their opinion rendered pursuant to Section 5(a)(2), as well as a disclosure statement in substantially the same form as that required to be delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b).

Subsequent Delivery of Legal Opinions. Reasonably promptly following Each time that (1) the time Registration Statement or the Prospectus shall be amended or supplemented (other than (i) by an amendment or supplement relating solely to the interest rates, interest payment dates or maturity dates of the Company’s Notes or similar information, (ii) solely for the inclusion of additional financial information (including any management's discussion and analysis), (iii) by an amendment made by the filing of its report a Quarterly Report on Form 10-Q for and any Current Report on Form 8-K (except in the quarter ended June 30 circumstances hereinafter described) and its annual report (iv) by an amendment or supplement which is not required to be made available by the Company to any Agent pursuant to Section 4(b)) or (2) there is filed with the SEC the Company's Annual Report on Form 10-KK and such Annual Report is incorporated by reference into the Prospectus or (3) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to each Agent the Agents and to counsel to the Agents a the written opinion opinions of Xxxxxxxx & Xxxxxxxx, counsel to the Senior Company Company, and the General Counsel of for the Company, or other counsel satisfactory to the Agents, dated the date of deliveryeffectiveness of such amendment, the date of filing with the SEC of such supplement or document, or the date of such sale, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinion opinions referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(3) 5(a)(2), respectively, hereof, but modified, as necessary, to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by any Non-General Supplement) to the time of delivery of such opinion. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 1934 Act), the Company shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to such Agent, dated the date of filing with the SEC of such supplement or the date of effectiveness of such amendment, as the case may be, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by a Non-General Supplement) to the time of delivery of such opinion. Furthermore, if so requested by an Agent by written notice to Senior Company Counsel of the Company (receipt of which is acknowledged by Senior Company Counsel), when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such opinion is required by such Terms Agreement), the Company shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to such Agent, dated the date of such sale, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement, the Basic Prospectus and any applicable Prospectus, as amended and supplemented to the time of delivery of such opinion, and any applicable Disclosure Package; opinions or, in lieu of such opinionopinions, counsel last furnishing such an opinion opinions to such Agent the Agents shall each furnish such Agent the Agents with a letter to the effect that such Agent 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, such Basic Statement and the Prospectus and any such Prospectus, as amended and supplemented to the time of delivery of such letter authorizing reliance); PROVIDED, HOWEVER, that in the event that the sale of Indexed Notes shall be authorized by the Company, Shearman & Sterling, counsel for the Company, and such Disclosure Package). In connection with any opinion and disclosure statement delivered by Senior Company Counsel (Xxxxx & Wood LLP, counsel for the Agents, or other counsel) pursuant counsel satisfactory to the provisions above Company and the Agents, shall deliver their written opinions, dated the date of such sale, confirming the exclusion or exemption of such Indexed Notes from the Commodity Exchange Act and covering such other matters as the Company and/or the Agents may reasonably request. If one or more of the Agents reasonably determine that the information included in this Section 7(b), counsel a filing by the Company in a Quarterly Report filed on Form 10-Q or a Current Report filed on Form 8-K is of such importance that a legal opinion should be delivered to the Agents in conjunction therewith, such Agent or Agents shall also notify the Company promptly upon such determination. The Company will thereupon deliver to the Agents an opinion covering certain of the General Counsel for the Company as to matters set forth in Section 5(a)(2) and such portions of New York law, substantially Section 5(a)(1) as stated in their opinion rendered the Agents may reasonably designate and to the further effect of the opinions delivered pursuant to Section 5(a)(25(a)(4), modified, as well as a disclosure statement in substantially the same form as that required necessary, to be delivered by Senior Company Counsel (or other counsel) pursuant relate to the provisions above in this Section 7(b)Registration Statement and Prospectus as amended or supplemented to the time of delivery of such opinion.

Subsequent Delivery of Legal Opinions. Reasonably At or promptly following the time of the Company’s filing of its report on Form 10-Q for the quarter ended June 30 and its annual report on Form 10-K, the Company shall furnish or cause to be furnished forthwith to each Agent and to counsel to the Agents a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to the Agents, dated the date of deliveryfiling with the SEC of such document, in form and substance satisfactory to the Agents, of the same tenor as the opinion referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by any Non-General Supplement) to the time of delivery of such opinion. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 1934 Act), the Company shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to such Agent, dated the date of filing with the SEC of such supplement or the date of effectiveness of such amendment, as the case may be, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by a Non-General Supplement) to the time of delivery of such opinion. Furthermore, if so requested by an Agent by written notice to Senior Company Counsel of the Company (receipt of which is acknowledged by Senior Company Counsel), when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such opinion is required by such Terms Agreement), the Company shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to such Agent, dated the date of such sale, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement, the Basic Prospectus and any applicable Prospectus, as amended and supplemented to the time of delivery of such opinion, and any applicable Disclosure Package; or, in lieu of such opinion, counsel last furnishing such an opinion to such Agent shall furnish such Agent with a letter to the effect that 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, such Basic Prospectus and any such Prospectus, as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package). In connection with any opinion and disclosure statement delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b), counsel to the Agents shall also deliver an opinion covering certain matters of New York and California law, substantially as stated in their opinion rendered pursuant to Section 5(a)(2), as well as a disclosure statement in substantially the same form as that required to be delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b).

Subsequent Delivery of Legal Opinions. Reasonably promptly following Each time that the time of Registration Statement or the Company’s filing of its report on Form 10-Q for Prospectus shall be amended or supplemented or a new Registration Statement is used by the quarter ended June 30 and its Company with respect to the Notes or there is filed with the Commission any annual report on Form 10-KK incorporated by reference into the Prospectus (other than an amendment or supplement providing solely for a change in the interest rates of the Notes or a change in the aggregate principal amount of Notes remaining to be sold or similar changes or other than an amendment, supplement or document relating solely to securities other than the Notes or a post-effective amendment solely containing exhibits to the Registration Statement) or, if so indicated in the applicable Terms Agreement, the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to each Agent and to counsel promptly to the Agents a written opinion of the Senior Company Counsel Associate General Counsel, Treasury Operations and Assistant Secretary of the Company, Company or other counsel satisfactory to the Agents, dated the date of deliverydelivery of such opinion, in form and substance satisfactory to the Agents, of the same tenor as the opinion referred to in Section 5(a)(15(a) and the disclosure statement referred to in Section 5(a)(3) hereof, hereof but modified, as necessary, to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by any Non-General Supplement) to the time of delivery of such opinion. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 1934 Act), the Company shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to such Agent, dated the date of filing with the SEC of such supplement or the date of effectiveness of such amendment, as the case may be, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by a Non-General Supplement) to the time of delivery of such opinion. Furthermore, if so requested by an Agent by written notice to Senior Company Counsel of the Company (receipt of which is acknowledged by Senior Company Counsel), when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such opinion is required by such Terms Agreement), the Company shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to such Agent, dated the date of such sale, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement, the Basic Prospectus and any applicable Prospectus, as amended and supplemented to the time of delivery of such opinionopinion or the new Registration Statement, and any applicable Disclosure Package; as the case may be, or, in lieu of such opinion, counsel last furnishing such an opinion to such Agent the Agents shall furnish such Agent the Agents with a letter to the effect that such Agent the Agents may rely on such last opinion to the same extent as though it was were dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement, such Basic Statement and the Prospectus and any such Prospectus, as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package). In connection with any opinion and disclosure statement delivered by Senior Company Counsel (reliance or other counsel) pursuant to the provisions above in this Section 7(b), counsel to the Agents shall also deliver an opinion covering certain matters of New York law, substantially as stated in their opinion rendered pursuant to Section 5(a)(2)new Registration Statement, as well as a disclosure statement in substantially the same form as that required to be delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(bcase may be).; and

Subsequent Delivery of Legal Opinions. Reasonably promptly following Each time that (i) the time ------------------------------------- Registration Statement or the Prospectus shall be amended or supplemented (other than (A) by an amendment or supplement providing solely for the determination of the Company’s variable terms of the Notes or relating solely to the offering of securities other than the Notes or (B) unless an Agent shall otherwise reasonably request, by filing of its report any Current Report on Form 10-Q for the quarter ended June 30 and its annual report on Form 108-K) or (ii) (if required by the Terms Agreement relating to such Notes) the Company sells Notes to one or more Agents as principal, the Company shall furnish or cause to be furnished forthwith to each Agent the Agent(s) and to counsel to the Agents a the written opinion opinions of Xxxxxxx X. XxXxxxx, Esq., Senior Counsel to the Senior Company Counsel of the Company, Guarantor (or such other counsel satisfactory as may be acceptable to the AgentsAgent(s)) and Xxxxxx Xxxx & Priest LLP, special counsel to the Company and the Guarantor, each dated the date of deliveryfiling with the Commission or the date of effectiveness of such amendment or supplement, as applicable, or the date of such sale, as the case may be, in form and substance satisfactory to the AgentsAgent(s), of the same tenor as the opinion opinions referred to in Section 5(a)(1Sections 7(c) and the disclosure statement referred to in Section 5(a)(3(d) hereof, but modified, as necessary, to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by any Non-General Supplement) to the time of delivery of such opinion. In addition, if so requested by an Agent, when the Registration Statement or the Basic Prospectus is amended or is supplemented by a General Supplement (other than an amendment or supplement through the filing of documents under the 1934 Act), the Company shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to such Agent, dated the date of filing with the SEC of such supplement or the date of effectiveness of such amendment, as the case may be, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement and the Basic Prospectus, as amended and supplemented (other than by a Non-General Supplement) to the time of delivery of such opinion. Furthermore, if so requested by an Agent by written notice to Senior Company Counsel of the Company (receipt of which is acknowledged by Senior Company Counsel), when the Company sells Notes to such Agent pursuant to a Terms Agreement (if such opinion is required by such Terms Agreement), the Company shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to such Agent, dated the date of such sale, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in Section 5(a)(1) and the disclosure statement referred to in Section 5(a)(3) hereof, but modified, as necessary, to relate to the Registration Statement, the Basic Prospectus and any applicable Prospectus, as amended and supplemented to the time of delivery of such opinion, and any applicable Disclosure Packageopinions; or, in lieu of such opinionopinions, counsel last furnishing such an opinion opinions to such Agent the Agents shall furnish such Agent the Agent(s) with a letter substantially to the effect that such Agent the 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, such Basic Statement and the Prospectus and any such Prospectus, as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package). In connection with any opinion and disclosure statement delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b), counsel to the Agents shall also deliver an opinion covering certain matters of New York law, substantially as stated in their opinion rendered pursuant to Section 5(a)(2), as well as a disclosure statement in substantially the same form as that required to be delivered by Senior Company Counsel (or other counsel) pursuant to the provisions above in this Section 7(b).