Common use of Subsequent Delivery of Legal Opinions Clause in Contracts

Subsequent Delivery of Legal Opinions. Each time that 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) 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, if so indicated in the applicable Terms Agreement, the Company sells Notes to the Agents pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to the Agents and to the Agents' counsel a written opinion of Xxxxxx X. Xxxxx, Esq., Senior Vice President/Legal of the Company or Xxxxxxxx X. Xxxxxxxxxx, Esq., Vice President and General Counsel of the Company, or other counsel satisfactory to the Agents, dated the date of delivery of such opinion, in form satisfactory to the Agents, of the same tenor as the opinion referred to in Section 5(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 opinion or, in lieu of such opinion, counsel last furnishing such opinion to the Agents shall furnish the Agents with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); and

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration ------------------------------------- Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or a change relating solely to the offering of securities other than the Notes), (ii) (if required in connection with the principal amount purchase of Notes remaining to be sold from the Company by one or similar changesmore Agents as principal) 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, if so indicated in the applicable Terms Agreement, 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 pursuant to a Terms Agreementby the Company, the Company shall furnish or cause to be furnished forthwith to the Agents Agent(s) and to counsel to the Agents' counsel a Agents the written opinion opinions of Xxxxxx each of Xxxxxxx X. XxxxxXxxxxx, EsqXx., Senior Executive Vice President/Legal , General Counsel, Chief Administrative Officer and Secretary of the Company or Xxxxxxxx X. XxxxxxxxxxCompany, Esq.and Xxxxxx & Xxxxxxxx, Vice President and General Counsel of counsel to the Company, or other counsel satisfactory to the AgentsAgent(s), dated the date of delivery filing with the Commission or the date of effectiveness of such opinionamendment 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 referred to in Section 5(a5(b)(1) 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 opinion or, in lieu of such opinion, counsel last furnishing such opinion to the Agents shall furnish the Agents Agent(s) with a letter substantially to the effect that the Agents Agent(s) may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); and.

Subsequent Delivery of Legal Opinions. Each time that (i) the Corporation files with the SEC any Annual Report on Form 10-K; (ii) if required by the Agents, the Corporation files with the SEC any Quarterly Report on Form 10-Q or (iii) if required by the Agents, the Registration ------------------------------------- Statement or the Prospectus has been amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates rates, maturity dates or other terms of the Notes or a change in the principal amount similar changes or an amendment or supplement which relates exclusively to an offering of Notes remaining to be sold or similar changes) or there is filed with the Commission any document incorporated by reference into the Prospectus (securities other than any Current Report on Form 8-K) or, if so indicated in the applicable Terms AgreementNotes), the Company sells Notes to the Agents pursuant to a Terms Agreement, the Company Corporation shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents' Agents the written opinions of Xxxxx Xxxxxxx & Xxxxxx, PLLC, counsel a written opinion of Xxxxxx to the Corporation, and Xxxx X. XxxxxXxxxxxx, Esq., Senior Vice President/Legal of the Company or Xxxxxxxx X. Xxxxxxxxxx, Esq., Vice President and General Counsel of to the CompanyCorporation (or such other attorney, or other reasonably acceptable to counsel satisfactory to the Agents, who exercises general supervision or review in connection with a particular securities law matter for the Corporation) dated the date of delivery filing with the SEC of such opinionsupplement or document or the date of effectiveness of such amendment, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinion opinions referred to in Section 5(a4(b)(1) 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 opinion opinions; or, in lieu of such opinionopinions, counsel last furnishing such opinion opinions to the Agents shall furnish the Agents with a letter substantially to the effect that the Agents may rely on such last opinion 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); and.

Subsequent Delivery of Legal Opinions. Each time that (i) the ------------------------------------- Registration ------------------------------------- Statement or the Prospectus shall be amended or supplemented (other than (A) by an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or a change in relating solely to the principal amount offering of Notes remaining to be sold or similar changes) or there is filed with the Commission any document incorporated by reference into the Prospectus (securities other than the Notes or (B) unless an Agent shall otherwise reasonably request, by filing of any Current Report on Form 8-K) or, or (ii) (if so indicated in required by the applicable Terms Agreement, Agreement relating to such Notes) the Company sells Notes to the one or more Agents pursuant to a Terms Agreementas principal, the Company shall furnish or cause to be furnished forthwith to the Agents Agent(s) and to counsel to the Agents' counsel a Agents the written opinion opinions of Xxxxxx X. XxxxxMichael A. McGrail, Esq., Senior Vice President/Legal of Counsel to the Guarantor (ox xxxx xxxxx xxxxxel as may be acceptable to the Agent(s)) and Reid & Priest LLP, special counsel to the Company or Xxxxxxxx X. Xxxxxxxxxxand the Guxxxxtor, Esq., Vice President and General Counsel of the Company, or other counsel satisfactory to the Agents, each dated the date of delivery filing with the Commission or the date of effectiveness of such opinionamendment 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(a7(c) hereof 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 opinion opinions; or, in lieu of such opinionopinions, counsel last furnishing such opinion opinions to the Agents shall furnish the Agents Agent(s) with a letter substantially to the effect that the Agents Agent(s) may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); and.

Subsequent Delivery of Legal Opinions. Each time that (i) the ------------------------------------- Registration ------------------------------------- Statement or the Prospectus shall be amended or supplemented (other than (A) by an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or a change in relating solely to the principal amount offering of Notes remaining to be sold or similar changes) or there is filed with the Commission any document incorporated by reference into the Prospectus (securities other than the Notes or (B) unless an Agent shall otherwise reasonably request, by filing of any Current Report on Form 8-K) or, or (ii) (if so indicated in required by the applicable Terms Agreement, Agreement relating to such Notes) the Company sells Notes to the one or more Agents pursuant to a Terms Agreementas principal, the Company shall furnish or cause to be furnished forthwith to the Agents Agent(s) and to counsel to the Agents' counsel a Agents the written opinion opinions of Xxxxxx X. XxxxxMichael A. McGrail, Esq., Senior Vice President/Legal of 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 or Xxxxxxxx X. Xxxxxxxxxxand the Guarxxxxx, Esq., Vice President and General Counsel of the Company, or other counsel satisfactory to the Agents, xxxx dated the date of delivery filing with the Commission or the date of effectiveness of such opinionamendment 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(a7(c) hereof 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 opinion opinions; or, in lieu of such opinionopinions, counsel last furnishing such opinion opinions to the Agents shall furnish the Agents Agent(s) with a letter substantially to the effect that the Agents Agent(s) may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); and.

Subsequent Delivery of Legal Opinions. Each time that (i) the Corporation files with the SEC any Annual Report on Form 10-K; (ii) if required by the Agents, the Corporation files with the SEC any Quarterly Report on Form 10-Q or (iii) if required by the Agents, the Registration ------------------------------------- Statement or the Prospectus has been amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates rates, maturity dates or other terms of the Notes or a change in the principal amount similar changes or an amendment or supplement which relates exclusively to an offering of Notes remaining to be sold or similar changes) or there is filed with the Commission any document incorporated by reference into the Prospectus (securities other than any Current Report on Form 8-K) or, if so indicated in the applicable Terms AgreementNotes), the Company sells Notes to the Agents pursuant to a Terms Agreement, the Company Corporation shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents' Agents the written opinions of Xxxxx Mulliss & Wicker, PLLC, counsel a written opinion of Xxxxxx X. Xxxxxto the Corporation, Esq., Senior Vice President/Legal of and the Company or Xxxxxxxx X. Xxxxxxxxxx, Esq., Vice President and General Counsel of the CompanyCorporation (or such other attorney, or other reasonably acceptable to counsel satisfactory to the Agents, who exercises general supervision or review in connection with a particular securities law matter for the Corporation) dated the date of delivery filing with the SEC of such opinionsupplement or document or the date of effectiveness of such amendment, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinion opinions referred to in Section 5(a4(b)(1) 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 opinion opinions; or, in lieu of such opinionopinions, counsel last furnishing such opinion opinions to the Agents shall furnish the Agents with a letter substantially to the effect that the Agents may rely on such last opinion 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); and.

Subsequent Delivery of Legal Opinions. Each time that (i) the ------------------------------------- Registration ------------------------------------- Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or a change relating solely to the offering of securities other than the Notes), (ii) (if required in connection with the principal amount purchase of Notes remaining to be sold from the Company by one or similar changesmore Agents as principal) 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, if so indicated in the applicable Terms Agreement, 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 pursuant to a Terms Agreementby the Company, the Company shall furnish or cause to be furnished forthwith to the Agents Agent(s) and to counsel to the Agents' Agents the written opinions of Xxxxx & Xxxxxxx L.L.P., counsel a written opinion of Xxxxxx X. Xxxxxto the Company, Esq.and Xxxxxxx, Senior Vice President/Legal of the Company or Xxxxxxxx X. XxxxxxxxxxXxxxxx, Esq.Xxxxx & Xxxxxxxx, Vice President and General Counsel of P.C., special real estate counsel to the Company, or other counsel satisfactory to the AgentsAgent(s), dated the date of delivery filing with the Commission or the date of effectiveness of such opinionamendment 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 referred to in Section 5(a5(b)(1) 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 opinion or, in lieu of such opinion, counsel last furnishing such opinion to the Agents shall furnish the Agents Agent(s) with a letter substantially to the effect that the Agents Agent(s) may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); and.

Subsequent Delivery of Legal Opinions. Each time that the Registration ------------------------------------- Statement or the Prospectus shall be amended or supplemented (other than by a Pricing Supplement or an amendment or supplement providing solely for a change in relating to an offering of equity securities or debt securities other than the interest rates of the Notes or a change in the principal amount of Notes remaining to be sold or similar changesNotes) or there is filed with the Commission SEC any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K) or, or (if so indicated in required pursuant to the applicable terms of a Terms Agreement, ) the Company sells Notes to the Agents an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents' counsel Agents a written opinion of Xxxxxx X. XxxxxChapxxx xxx Cutlxx, Esq., Senior Vice President/Legal of the Company or Xxxxxxxx X. Xxxxxxxxxx, Esq., Vice President and General Counsel of xxunsel to the Company, or other counsel satisfactory to the Agents, Agents dated the date of delivery filing with the SEC of such opinionsupplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinion referred to in Section 5(a5(a)(1) 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 opinion opinion; or, in lieu of such opinion, counsel last furnishing such opinion to the Agents shall furnish the Agents with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); and.

Subsequent Delivery of Legal Opinions. Each time that the Registration ------------------------------------- an amendment or supplement providing solely for a change in the interest rates any annual report of the Notes or a change in the principal amount of Notes remaining Company filed pursuant to be sold or similar changesSection 13(a) or 15(d) of the 1934 Act is incorporated by reference into the Final Prospectus, or (unless waived by the Lead Agent) there is filed with the Commission any document incorporated by reference into the Final Prospectus (other than any Current Report on Form 8-K) orK or Quarterly Report on Form 10-Q, if so indicated in unless the applicable Lead Agent shall otherwise specify), or (unless waived by the Lead Agent with respect to a particular Terms Agreement, ) the Company sells Notes to the Agents Lead Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to the Agents and to the Agents' counsel a written opinion Lead Agent, on behalf of Xxxxxx X. Xxxxx, Esq., Senior Vice President/Legal of the Company or Xxxxxxxx X. Xxxxxxxxxx, Esq., Vice President and General Counsel of the Company, or other counsel satisfactory to the Agents, dated the date of delivery of such opinion, in form satisfactory and to the Agents, of the same tenor as Agent Counsel a letter from counsel last furnishing the opinion referred to in Section 5(a6(b)(2) hereof but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of such opinion, counsel last furnishing such opinion to the Agents shall furnish the Agents with a letter to the effect that the Agents Lead Agent, on behalf of the Agents, may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Final Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); and) or, in lieu of such letter, Cadwalader, Xxxxxxxxxx & Xxxx LLP, counsel to the Company, or other counsel satisfactory to the Lead Agent, shall furnish an opinion, dated the date of delivery of such opinion and in form satisfactory to the Lead Agent, of the same tenor as the opinion referred to in Section 6(b)(2) hereof, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus as amended and supplemented to the time of delivery of such opinion.

Subsequent Delivery of Legal Opinions. Each Subject to the provisions of Section 4(l) hereof, each time that the Registration ------------------------------------- Statements or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for the establishment of or a change in the interest rates rates, maturity or price of the Notes or a change in similar changes or solely for the principal amount inclusion of Notes remaining additional financial information, and other than by an amendment or supplement which relates exclusively to be sold or similar changesan offering of debt securities under the Registration Statements 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, unless the Agents shall reasonably request based on disclosure included or omitted from such Report) or, or (if so indicated in required pursuant to the applicable terms of a Terms Agreement, ) the Company sells Notes to the one or more Agents pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents' counsel Agents a written opinion of Xxxxxx Xxxxxxxxxxx X. XxxxxXxxxxxxxx, Esq., Senior Vice President/Legal of the Company or Xxxxxxxx X. Xxxxxxxxxx, Esq., Vice President and General Counsel of counsel to the Company, or other counsel satisfactory to the Agents, Agents dated the date of delivery filing with the Commission of such opinionsupplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form reasonably satisfactory to the Agents, of substantially the same tenor as the opinion referred to in Section 5(aSections 5(a)(1) hereof 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 opinion opinion; or, in lieu of such opinion, counsel last furnishing such opinion to the Agents shall furnish the Agents with a letter substantially to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement Statements and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); and.

Subsequent Delivery of Legal Opinions. Each time that (i) there is filed with the SEC any Annual Report on Form 10-K, (ii) if required by the 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 a change in the interest rates rates, maturity dates or other terms of the Notes or a change in similar changes or solely for the principal amount inclusion of Notes remaining additional financial information or an amendment or supplement which relates exclusively to be sold or similar changes) or there is filed with the Commission any document incorporated by reference into the Prospectus (an offering of securities other than any Current Report on Form 8-K) or, if so indicated in the applicable Terms AgreementNotes), the Company sells Notes to the Agents pursuant to a Terms Agreement, the Company Corporation shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents' counsel a Agents the written opinion opinions of Xxxxxx X. XxxxxSmith Helms Mulliss & Xxxxe, Esq.X.X.P., Senior Vice President/Legal of counsex xx the Company or Xxxxxxxx X. XxxxxxxxxxCorporation, Esq.and Paul J. Polking, Vice President and General Counsel of Genexxx Xxxxxxx xx the CompanyCorporation, or other counsel satisfactory to the Agents, dated the date of delivery filing with the SEC of such opinionsupplement or document or the date of effectiveness of such amendment, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinion opinions referred to in Section 5(a4(a)(1) 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 opinion opinions; or, in lieu of such opinionopinions, counsel last furnishing such opinion opinions to the Agents shall furnish the Agents with a letter substantially to the effect that the Agents may rely on such last opinion 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); and.

Subsequent Delivery of Legal Opinions. Each time that the 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 on Form 10-K 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) changes or there is filed with the Commission any document incorporated by reference into the Prospectus (other than any Current Report on Form 8an amendment, supplement or document relating solely to securities other than the Notes or a post-Keffective amendment solely containing exhibits to the Registration Statement) or, if so indicated in the applicable Terms Agreement, the Company sells Notes to the Agents an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith promptly to the Agents and to the Agents' counsel a written opinion of Xxxxxx Xxxxx X. XxxxxXxxxxxx, Esq.Associate General Counsel, Senior Vice President/Legal Treasury Operations and Assistant Secretary of the Company or Xxxxxxxx X. Xxxxxxxxxx, Esq., Vice President and General Counsel of the Company, or other counsel satisfactory to the Agents, dated the date of delivery of such opinion, in form satisfactory to the Agents, of the same tenor as the opinion referred to in Section 5(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 opinion or the new Registration Statement, as the case may be, or, in lieu of such opinion, counsel last furnishing such opinion to the Agents shall furnish the Agents with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it was were dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliancereliance or the new Registration Statement, as the case may be); and

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration ------------------------------------- Statement or the Prospectus shall be amended or supplemented (other than (A) by an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or a change in relating solely to the principal amount offering of Notes remaining to be sold or similar changes) or there is filed with the Commission any document incorporated by reference into the Prospectus (securities other than the Notes or (B) unless an Agent shall otherwise reasonably request, by filing of any Current Report on Form 8-K) or, or (ii) (if so indicated in required by the applicable Terms Agreement, Agreement relating to such Notes) the Company sells Notes to the one or more Agents pursuant to a Terms Agreementas principal, the Company shall furnish or cause to be furnished forthwith to the Agents Agent(s) and to counsel to the Agents' counsel a Agents the written opinion opinions of Xxxxxx Xxxxxxx X. XxxxxXxXxxxx, Esq., Senior Vice President/Legal of Counsel to the Guarantor (or such other counsel as may be acceptable to the Agent(s)) and Xxxxxx Xxxx & Priest LLP, special counsel to the Company or Xxxxxxxx X. Xxxxxxxxxxand the Guarantor, Esq., Vice President and General Counsel of the Company, or other counsel satisfactory to the Agents, each dated the date of delivery filing with the Commission or the date of effectiveness of such opinionamendment 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(aSections 7(c) hereof 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 opinion opinions; or, in lieu of such opinionopinions, counsel last furnishing such opinion opinions to the Agents shall furnish the Agents Agent(s) with a letter substantially to the effect that the Agents Agent(s) may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); and.

Subsequent Delivery of Legal Opinions. Each time that (i) the ------------------------------------- Registration ------------------------------------- Statement or the Prospectus shall be amended or supplemented (other than (A) by an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or a change in relating solely to the principal amount offering of Notes remaining to be sold or similar changes) or there is filed with the Commission any document incorporated by reference into the Prospectus (securities other than the Notes or (B) unless an Agent shall otherwise reasonably request, by filing of any Current Report on Form 8-K) or, or (ii) (if so indicated in required by the applicable Terms Agreement, Agreement relating to such Notes) the Company sells Notes to the one or more Agents pursuant to a Terms Agreementas principal, the Company shall furnish or cause to be furnished forthwith to the Agents Agent(s) and to counsel to the Agents' counsel a Agents the written opinion opinions of Xxxxxx Xxxxxxx X. XxxxxXxXxxxx, Esq., Senior Vice President/Legal of Counsel to the Guarantor (or such other counsel as may be acceptable to the Agent(s)) and Xxxxxx Xxxx & Priest LLP, special counsel to the Company or Xxxxxxxx X. Xxxxxxxxxxand the Guarantor, Esq., Vice President and General Counsel of the Company, or other counsel satisfactory to the Agents, each dated the date of delivery filing with the Commission or the date of effectiveness of such opinionamendment 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(aSections 7(c) hereof 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 opinion opinions; or, in lieu of such opinionopinions, counsel last furnishing such opinion opinions to the Agents shall furnish the Agents Agent(s) with a letter substantially to the effect that the Agents Agent(s) may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); and.

Subsequent Delivery of Legal Opinions. Each time that the ------------------------------------- Registration ------------------------------------- Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates of the Notes or 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 (other than any Current Report on Form 8-K) or, if so indicated in the applicable Terms Agreement, the Company sells Notes to the Agents pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to the Agents and to the Agents' counsel a written opinion of Xxxxxx X. Xxxxx, Esq., Senior Vice President/Legal of the Company or Xxxxxxxx X. Xxxxxxxxxx, Esq., Vice President and Chief Legal Officer, or H. Xxxxx Xxxxxx, Deputy General Counsel Counsel, of the Company, or other counsel satisfactory to the Agents, dated the date of delivery of such opinion, in form satisfactory to the Agents, of the same tenor as the opinion referred to in Section 5(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 opinion or, in lieu of such opinion, counsel last furnishing such opinion to the Agents shall furnish the Agents with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); and

Subsequent Delivery of Legal Opinions. Each time ------------------------------------- that (i) the Registration ------------------------------------- Statement or the Prospectus shall be amended or supplemented (other than (A) by an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or a change in relating solely to the principal amount offering of Notes remaining to be sold or similar changes) or there is filed with the Commission any document incorporated by reference into the Prospectus (securities other than the Notes or (B) unless an Agent shall otherwise reasonably request, by filing of any Current Report on Form 8-K) or, or (ii) (if so indicated in required by the applicable Terms Agreement, Agreement relating to such Notes) the Company sells Notes to the one or more Agents pursuant to a Terms Agreementas principal, the Company shall furnish or cause to be furnished forthwith to the Agents Agent(s) and to counsel to the Agents' counsel a Agents the written opinion opinions of Xxxxxx Xxxxxxx X. XxxxxXxXxxxx, Esq., Senior Vice President/Legal of Counsel to the Guarantor (or such other counsel as may be acceptable to the Agent(s)) and Xxxxxx Xxxx & Priest LLP, special counsel to the Company or Xxxxxxxx X. Xxxxxxxxxxand the Guarantor, Esq., Vice President and General Counsel of the Company, or other counsel satisfactory to the Agents, each dated the date of delivery filing with the Commission or the date of effectiveness of such opinionamendment 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(a7(c) hereof 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 opinion opinions; or, in lieu of such opinionopinions, counsel last furnishing such opinion opinions to the Agents shall furnish the Agents Agent(s) with a letter substantially to the effect that the Agents Agent(s) may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); and.

Subsequent Delivery of Legal Opinions. Each time that the Registration ------------------------------------- Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates of the Notes or 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 (other than any Current Report on Form 8-K) or, if so indicated in the applicable Terms Agreement, the Company sells Notes to the Agents pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to the Agents and to the Agents' counsel a written opinion of Xxxxxx X. Xxxxx, Esq., Senior Vice President/Legal of the Company or Xxxxxxxx X. Xxxxxxxxxx, Esq., Vice President and General Counsel of the Company, or other counsel satisfactory to the Agents, dated the date of delivery of such opinion, in form satisfactory to the Agents, of the same tenor as the opinion referred to in Section 5(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 opinion or, in lieu of such opinion, counsel last furnishing such opinion to the Agents shall furnish the Agents with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); and

Subsequent Delivery of Legal Opinions. Each time that the Registration ------------------------------------- an amendment or supplement providing solely for a change in the interest rates any annual report of the Notes or a change in the principal amount of Notes remaining Company filed pursuant to be sold or similar changesSection 13(a) or 15(d) of the 1934 Act is incorporated by reference into the Final Prospectus, or (unless waived by the Agent) there is filed with the Commission any document incorporated by reference into the Final Prospectus (other than any Current Report on Form 8-KK or Quarterly Report on Form 10-Q, unless each Agent shall otherwise specify) or, if so indicated in the applicable or (unless waived by such Agent with respect to a particular Terms Agreement, ) the Company sells Notes to the Agents any Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to the Agents each Agent and to the Agents' Agent Counsel a letter from counsel a written opinion of Xxxxxx X. Xxxxx, Esq., Senior Vice President/Legal of the Company or Xxxxxxxx X. Xxxxxxxxxx, Esq., Vice President and General Counsel of the Company, or other counsel satisfactory to the Agents, dated the date of delivery of such opinion, in form satisfactory to the Agents, of the same tenor as last furnishing the opinion referred to in Section 5(a6(b)(2) hereof but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of such opinion, counsel last furnishing such opinion to the Agents shall furnish the Agents with a letter to the effect that the Agents such Agent may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Final Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); and) or, in lieu of such letter, Cadwalader, Xxxxxxxxxx & Xxxx LLP, counsel to the Company, or other counsel satisfactory to such Agent, shall furnish an opinion, dated the date of delivery of such opinion and in form satisfactory to such Agent, of the same tenor as the opinion referred to in Section 6(b)(2) hereof, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus as amended and supplemented to the time of delivery of such opinion.

Subsequent Delivery of Legal Opinions. Each time that (i) the Registration ------------------------------------- Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates determination of the variable terms of the Notes or relating solely to the offering of securities other than the Notes), including an amendment effected by the filing of 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 Registration Statement or Prospectus (other than any Current Report the filing of a current report on Form 8-KK containing only information responsive to item 5 thereof (and including any exhibits listed under item 7 thereto relating to information provided pursuant to such item 5 and any such exhibit attached to such report), or (ii) or, if so indicated in the applicable Terms Agreement, the Company sells Notes to the one or more Agents pursuant to a Terms Agreementas principal, the Company shall furnish or cause to be furnished forthwith to the Agents Agent(s) and to counsel to the Agents' counsel a Agents the written opinion of Xxxxxx X. Xxxxx, Esq., Senior Vice President/Legal of the Company or Xxxxxxxx X. Xxxxxxxxxx, Esq., Vice President and General Counsel of senior in-house counsel to the Company, or other counsel reasonably satisfactory to the AgentsAgent(s), dated the date of delivery filing with the Commission or the date of effectiveness of such opinionamendment or supplement, as applicable, or the date of such sale, as the case may be, in form and substance reasonably satisfactory to the AgentsAgent(s), of the same tenor as the opinion opinions referred to in Section 5(a5(b)(1) hereof (including the form of both Exhibits B-1 and B-2), but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion opinions or, in lieu of such opinionopinions, counsel last furnishing each such opinion to the Agents shall furnish the Agents Agent(s) with a letter substantially to the effect that the Agents Agent(s) may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); andprovided, however, that the Company shall so furnish or cause to be furnished an opinion of Skadxxx, Xxps, Slate, Meagxxx xxx Flom XXX or other counsel reasonably satisfactory to the Agent(s) each year with respect to the Company's filing of its Annual Report on Form 10-K, dated the date of the filing of such report with the Commission, in form and substance reasonably satisfactory to the Agent(s), of the same tenor as the opinion referred to in Section 5(b)(1) with respect to Exhibit B-1, 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; provided, further, that in the case of an amendment or supplement referred to in clause (i) above, if the Company shall in good faith determine that it does not intend to be in the market during the three months after the date of filing of any such amendment or supplement, the Company may deliver to the Agents a notice, which shall be dated the date of delivery thereof to the Agents, to such effect, in which event the obligation of the Company pursuant to clause (i) above with respect to such amendment or supplement shall be deemed suspended until the earlier of (x) such time as the Company so notifies the Agents that it wishes to re-enter the market and (y) the next such amendment or supplement of the Prospectus or Registration Statement (provided that this clause (y) shall not prevent the Company from

Subsequent Delivery of Legal Opinions. Each time that Upon the Registration ------------------------------------- an amendment or supplement providing solely for a change in the interest rates written request of any Agent within 45 days of the Notes or a change in the principal amount of Notes remaining to be sold or similar changes) or there is filed Company’s filing with the Commission of any document Quarterly Report on Form 10-Q or Annual Report on Form 10-K incorporated by reference into the Prospectus and the Time of Sale Prospectus, and otherwise only (other than i) as required in connection with a sale pursuant to Section 4(a) or (ii) at such times as may be reasonably requested by an Agent following the occurrence of any Current Report on Form 8-K) orevent that such Agent reasonably considers to be material adverse change to the business, if so indicated in the applicable Terms Agreementprospects, properties, financial position or results of operations of the Company sells Notes to the Agents pursuant to taken as a Terms Agreementwhole, the Company shall furnish or cause to be furnished forthwith forthwith, and in any case promptly upon request, to the relevant Agents and to counsel to the Agents and the written opinions of counsel to the Agents' counsel a written opinion of Xxxxxx X. Xxxxx, Esq., Senior Vice President/Legal of the Company or Xxxxxxxx X. Xxxxxxxxxx, Esq., Vice President and General Counsel of the Company, or other counsel satisfactory to the Agents, dated the date of delivery filing with the Commission of such opiniondocument, the date of such sale or the date requested by such Agent, as applicable, to the effect of the opinions and statements referred to in Sections 6(a) and 6(b) and in form and substance reasonably satisfactory to the relevant Agents, of which opinions may include such reductions or limitations as shall be reasonably satisfactory to the same tenor as the opinion referred to in Section 5(a) hereof but relevant Agents, and shall be modified, as necessary, to relate to the Registration Statement and the Prospectus and the Time of Sale 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 relevant Agents shall may furnish the relevant Agents with a letter substantially to the effect that the relevant 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 and the Time of Sale Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); and.

Subsequent Delivery of Legal Opinions. Each time that (i) the Corporation files with the SEC any Annual Report on Form 10-K; (ii) if required by the Agents, the Corporation files with the SEC any Quarterly Report on Form 10-Q or (iii) if required by the Agents, the Registration ------------------------------------- Statement or the Prospectus has been amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates rates, maturity dates or other terms of the Notes or a change in the principal amount similar changes or an amendment or supplement which relates exclusively to an offering of Notes remaining to be sold or similar changes) or there is filed with the Commission any document incorporated by reference into the Prospectus (securities other than any Current Report on Form 8-K) or, if so indicated in the applicable Terms AgreementNotes), the Company sells Notes to the Agents pursuant to a Terms Agreement, the Company Corporation shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents' Agents the written opinions of Helms Mulliss & Wicker, PLLC, counsel a written opinion of Xxxxxx X. Xxxxxto the Corporation, Esq.and Paul J. Xxxxxxx, Senior Vice President/Legal of Xxxxral Xxxxxel to the Company Corporation (or Xxxxxxxx X. Xxxxxxxxxxsuch other attxxxxx, Esq., Vice President and General Counsel of the Company, or other xxxxxxxxly acceptable to counsel satisfactory to the Agents, who exercises general supervision or review in connection with a particular securities law matter for the Corporation) dated the date of delivery filing with the SEC of such opinionsupplement or document or the date of effectiveness of such amendment, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinion opinions referred to in Section 5(a4(b)(1) 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 opinion opinions; or, in lieu of such opinionopinions, counsel last furnishing such opinion opinions to the Agents shall furnish the Agents with a letter substantially to the effect that the Agents may rely on such last opinion 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); and.